Document And Entity Information
Document And Entity Information - USD ($) | 6 Months Ended | ||
Dec. 31, 2023 | Mar. 14, 2024 | Jun. 30, 2023 | |
Document Information [Line Items] | |||
Entity Central Index Key | 0001502377 | ||
Entity Registrant Name | CONTANGO ORE, INC. | ||
Amendment Flag | false | ||
Current Fiscal Year End Date | --12-31 | ||
Document Fiscal Period Focus | FY | ||
Document Fiscal Year Focus | 2023 | ||
Document Type | 10-KT | ||
Document Annual Report | false | ||
Document Period Start Date | Jul. 01, 2023 | ||
Document Period End Date | Dec. 31, 2023 | ||
Document Transition Report | true | ||
Entity File Number | 001-35770 | ||
Entity Incorporation, State or Country Code | DE | ||
Entity Tax Identification Number | 27-3431051 | ||
Entity Address, Address Line One | 516 2nd Avenue | ||
Entity Address, Address Line Two | Suite 401 | ||
Entity Address, City or Town | Fairbanks | ||
Entity Address, State or Province | AK | ||
Entity Address, Postal Zip Code | 99701 | ||
City Area Code | 907 | ||
Local Phone Number | 888-4273 | ||
Title of 12(b) Security | Common Stock, $0.01 par value | ||
Trading Symbol | CTGO | ||
Security Exchange Name | NYSE | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Interactive Data Current | Yes | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Small Business | true | ||
Entity Emerging Growth Company | false | ||
ICFR Auditor Attestation Flag | false | ||
Document Financial Statement Error Correction [Flag] | false | ||
Entity Shell Company | false | ||
Entity Public Float | $ 112,649,908 | ||
Entity Common Stock, Shares Outstanding | 9,602,906 | ||
Auditor Name | Moss Adams LLP | ||
Auditor Location | Houston, Texas | ||
Auditor Firm ID | 659 | ||
Documents Incorporated by Reference [Text Block] | Documents Incorporated by Reference The information required by Items 10, 11, 12, 13 and 14 of Part III has been omitted from this report and is incorporated by reference from the registrant's proxy statement or will be included in an amendment to this Transition Report on Form 10-KT, to be filed not later than 120 days after the close of its fiscal year. |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Dec. 31, 2023 | Jun. 30, 2023 | Jun. 30, 2022 |
CURRENT ASSETS: | |||
Cash | $ 15,504,819 | $ 11,646,194 | $ 23,095,101 |
Restricted cash | 232,572 | 231,000 | 231,000 |
Prepaid expenses and other | 1,112,910 | 413,907 | 453,353 |
Total current assets | 16,850,301 | 12,291,101 | 23,779,454 |
LONG-TERM ASSETS: | |||
Investment in Peak Gold, LLC (NOTE 10) | 28,064,405 | 0 | 0 |
Property & equipment, net | 13,326,347 | 13,371,638 | 13,514,531 |
Commitment fee | 350,575 | 0 | 0 |
Total long-term assets | 41,741,327 | 13,371,638 | 13,514,531 |
TOTAL ASSETS | 58,591,628 | 25,662,739 | 37,293,985 |
CURRENT LIABILITIES: | |||
Accounts payable | 250,739 | 220,755 | 633,856 |
Accrued liabilities | 2,241,087 | 2,077,870 | 870,981 |
Derivative Liability - current | 2,679,784 | 0 | 0 |
Debt, current portion | 7,900,000 | 0 | 0 |
Total current liabilities | 13,071,610 | 2,298,625 | 1,504,837 |
NON-CURRENT LIABILITIES: | |||
Advance royalty reimbursement | 1,200,000 | 1,200,000 | 1,200,000 |
Asset retirement obligations | 246,227 | 239,942 | 228,082 |
Contingent consideration liability | 1,100,480 | 1,240,563 | 1,847,063 |
Derivative Liability - noncurrent | 20,737,997 | 0 | 0 |
Debt, net | 36,779,859 | 25,457,047 | 19,239,960 |
Total non-current liabilities | 60,064,563 | 28,137,552 | 22,515,105 |
TOTAL LIABILITIES | 73,136,173 | 30,436,177 | 24,019,942 |
COMMITMENTS AND CONTINGENCIES (NOTE 12) | |||
STOCKHOLDERS' EQUITY (DEFICIT): | |||
Preferred Stock, 15,000,000 shares authorized | 0 | 0 | 0 |
Common Stock, $0.01 par value, 45,000,000 shares authorized; 9,454,233 shares issued and 9,451,753 shares outstanding as of December 31, 2023; 7,781,690 shares issued and outstanding as of June 30, 2023; 6,860,420 shares issued and 6,769,923 shares outstanding at June 30, 2022 | 94,542 | 77,817 | 68,604 |
Additional paid-in capital | 124,451,067 | 93,424,283 | 74,057,859 |
Treasury stock at cost (2,480 at December 31, 2023, 0 at June 30, 2023; and 90,497 shares at June 30, 2022) | (48,308) | 0 | (2,318,182) |
Accumulated deficit | (139,041,846) | (98,275,538) | (58,534,238) |
STOCKHOLDERS’ EQUITY (DEFICIT) | (14,544,545) | (4,773,438) | 13,274,043 |
TOTAL LIABILITIES AND MEMBERS’ EQUITY | $ 58,591,628 | $ 25,662,739 | $ 37,293,985 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parentheticals) - $ / shares | Dec. 31, 2023 | Jun. 30, 2023 | Jun. 30, 2022 |
Preferred Stock, Shares Authorized (in shares) | 15,000,000 | 15,000,000 | 15,000,000 |
Common stock, par value (in dollars per share) | $ 0.01 | $ 0.01 | $ 0.01 |
Common stock, shares authorized (in shares) | 45,000,000 | 45,000,000 | 45,000,000 |
Common stock, shares issued (in shares) | 9,454,233 | 7,781,690 | 6,860,420 |
Common stock, shares outstanding (in shares) | 9,451,753 | 7,781,690 | 6,769,923 |
Treasury stock, sharesTreasury stock, shares (in shares) | 2,480 | 0 | 90,497 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) | 6 Months Ended | 12 Months Ended | |
Dec. 31, 2023 | Jun. 30, 2023 | Jun. 30, 2022 | |
EXPENSES: | |||
Claim rental expense | $ (255,121) | $ (526,279) | $ (621,298) |
Exploration expense | (1,815,822) | (7,878,863) | (8,517,938) |
Depreciation expense | (52,620) | (136,501) | (55,740) |
Accretion expense | (6,284) | (11,860) | (9,156) |
Impairment from loss, net of recovery | 0 | (7,111) | (92,777) |
General and administrative expense | (6,752,910) | (9,091,127) | (10,336,378) |
Total expenses | (8,882,757) | (17,651,741) | (19,633,287) |
OTHER INCOME/(EXPENSE): | |||
Interest income | 68,662 | 29,651 | 1,503 |
Interest expense | (2,358,920) | (1,959,666) | (330,047) |
Loss from equity investment in Peak Gold, LLC (NOTE 10) | (6,315,595) | (21,120,000) | (3,706,000) |
Unrealized loss on derivative contracts | (23,417,781) | 0 | 0 |
Other income | 140,083 | 622,155 | 41,450 |
Insurance recoveries | 0 | 338,301 | 0 |
Total other expense | (31,883,551) | (22,089,559) | (3,993,094) |
LOSS BEFORE INCOME TAXES | (40,766,308) | (39,741,300) | (23,626,381) |
Income tax benefit | 0 | 0 | 119,731 |
NET LOSS | $ (40,766,308) | $ (39,741,300) | $ (23,506,650) |
NET LOSS PER SHARE | |||
Net loss per share, basic | $ (4.44) | $ (5.61) | $ (3.49) |
Net loss per share, diluted | $ (4.44) | $ (5.61) | $ (3.49) |
WEIGHTED AVERAGE COMMON SHARES OUTSTANDING | |||
Weighted average number of shares outstanding, basic | 9,180,032 | 7,087,027 | 6,734,444 |
Weighted average number of shares outstanding, diluted | 9,180,032 | 7,087,027 | 6,734,444 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) | 6 Months Ended | 12 Months Ended | |
Dec. 31, 2023 | Jun. 30, 2023 | Jun. 30, 2022 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | |||
Net loss | $ (40,766,308) | $ (39,741,300) | $ (23,506,650) |
Adjustments to reconcile net loss to net cash used in operating activities: | |||
Stock-based compensation expense | 1,622,566 | 2,931,288 | 3,993,660 |
Depreciation expense | 52,620 | 136,501 | 55,740 |
Accretion expense | 6,284 | 11,860 | 9,156 |
Impairment expense | 0 | 7,111 | 115,025 |
Interest paid in common stock | 166,641 | 438,877 | 0 |
Change in the fair value of contingent consideration | (140,083) | (606,500) | |
Amortization of debt discount and issuance costs | 398,418 | 190,358 | 34,675 |
Loss from equity investment in Peak Gold, LLC | 6,315,595 | 21,120,000 | 3,706,000 |
Loss from derivative contracts | 23,417,781 | 0 | 0 |
Changes in operating assets and liabilities: | |||
Decrease (increase) in prepaid expenses and other | (699,003) | 39,446 | 176,914 |
Increase in accounts payable and other accrued liabilities | 193,200 | 793,788 | 1,271,899 |
Decrease in income tax receivable | 0 | 0 | 198,126 |
Net cash used in operating activities | (9,432,289) | (14,678,571) | (13,945,455) |
CASH FLOWS FROM INVESTING ACTIVITIES: | |||
Cash invested in Peak Gold, LLC | (34,380,000) | (21,120,000) | (3,706,000) |
Acquisition of property& equipment | (7,329) | 0 | (43,989) |
Cash paid for the acquisition of Lucky Shot Alaska, LLC, net of cash received | 0 | (719) | (11,642,586) |
Net cash used in investing activities | (34,387,329) | (21,120,719) | (15,392,575) |
CASH FLOWS FROM FINANCING ACTIVITIES: | |||
Cash paid for shares withheld from employees for payroll tax withholding | (48,308) | (126,428) | (779,622) |
Cash paid for shares purchased from directors for estimated tax obligations associated with stock vesting | 0 | 0 | (1,538,560) |
Cash proceeds from debt, net | 20,000,000 | 10,000,000 | 20,000,000 |
Debt issuance costs | (1,526,179) | (3,973,271) | (194,715) |
Cash proceeds from warrant exercise | 0 | 6,886,000 | 0 |
Cash proceeds from capital raises, net | 29,254,302 | 11,564,082 | (43,560) |
Net cash provided by financing activities | 47,679,815 | 24,350,383 | 17,443,543 |
NET INCREASE (DECREASE) IN CASH AND RESTRICTED CASH | 3,860,197 | (11,448,907) | (11,894,487) |
CASH AND RESTRICTED CASH, BEGINNING OF PERIOD | 11,877,194 | 23,326,101 | 35,220,588 |
CASH AND RESTRICTED CASH, END OF PERIOD | 15,737,391 | 11,877,194 | 23,326,101 |
Supplemental disclosure of cash flow information | |||
Interest expense | 1,218,499 | 1,324,474 | 0 |
Income taxes | 0 | 0 | 218,546 |
Non-cash investing and financing activities: | |||
Asset retirement obligations | 0 | 0 | 218,927 |
Contingent liability for acquisition of Alaska Gold Torrent, LLC | 0 | 0 | 1,847,063 |
Establishment fee for convertible debt paid with stock issuance | 0 | 0 | 600,000 |
Total non-cash investing and financing activities: | $ 0 | $ 0 | $ 2,665,990 |
Consolidated Statements of Stoc
Consolidated Statements of Stockholders' Equity (Defitcit) - USD ($) | Total | Common Stock [Member] | Additional Paid-in Capital [Member] | Treasury Stock, Common [Member] | Accumulated Deficit [Member] | Director [Member] | Director [Member] Common Stock [Member] | Director [Member] Additional Paid-in Capital [Member] | Director [Member] Treasury Stock, Common [Member] | Director [Member] Accumulated Deficit [Member] |
Balance (in shares) at Jun. 30, 2021 | 6,675,746 | |||||||||
Balance at Jun. 30, 2021 | $ 34,548,775 | $ 66,757 | $ 69,509,606 | $ 0 | $ (35,027,588) | |||||
Stock-based compensation | 3,993,660 | $ 0 | 3,993,660 | 0 | 0 | |||||
Restricted shares activity (in shares) | 160,500 | |||||||||
Restricted shares activity | 0 | $ 1,605 | (1,605) | 0 | 0 | |||||
Issuance of common stock (in shares) | 24,174 | |||||||||
Issuance of common stock | 600,000 | $ 242 | 599,758 | 0 | 0 | |||||
Cost of common stock issuance | (43,560) | 0 | (43,560) | 0 | 0 | |||||
Treasury shares withheld | (779,622) | 0 | 0 | (779,622) | 0 | $ (1,538,560) | $ 0 | $ 0 | $ 1,538,560 | $ 0 |
Net loss | (23,506,650) | $ 0 | 0 | 0 | (23,506,650) | |||||
Balance (in shares) at Jun. 30, 2022 | 6,860,420 | |||||||||
Balance at Jun. 30, 2022 | 13,274,043 | $ 68,604 | 74,057,859 | (2,318,182) | (58,534,238) | |||||
Stock-based compensation | 2,931,288 | $ 0 | 2,931,288 | 0 | 0 | |||||
Restricted shares activity (in shares) | 85,166 | |||||||||
Restricted shares activity | 0 | $ 851 | (851) | 0 | 0 | |||||
Issuance of common stock (in shares) | 559,461 | |||||||||
Issuance of common stock | 8,924,620 | $ 5,595 | 8,919,025 | 0 | 0 | |||||
Cost of common stock issuance | (661,109) | $ 0 | (661,109) | 0 | 0 | |||||
Treasury shares issued in common stock issuance (in shares) | (42,525) | |||||||||
Treasury shares issued | 2,205,284 | $ (425) | 0 | 2,205,709 | 0 | |||||
Warrant exercise (in shares) | 313,000 | |||||||||
Warrant exercise | 5,858,772 | $ 3,130 | 5,855,642 | 0 | 0 | |||||
Cost of warrant modification | (382,769) | 0 | (382,769) | 0 | 0 | |||||
Fair value of warrants issued with common stock | 2,505,284 | $ 0 | 2,505,284 | $ 0 | 0 | |||||
Shares issued for convertible note interest payment (in shares) | 7,695 | 238,886 | ||||||||
Shares issued for convertible note interest payment | 438,877 | $ 77 | 199,914 | 0 | ||||||
Treasury shares withheld for employee taxes (in shares) | (1,527) | |||||||||
Treasury shares withheld | (126,428) | $ (15) | 0 | $ (126,413) | 0 | |||||
Net loss | (39,741,300) | $ 0 | 0 | 0 | (39,741,300) | |||||
Balance (in shares) at Jun. 30, 2023 | 7,781,690 | |||||||||
Balance at Jun. 30, 2023 | (4,773,438) | $ 77,817 | 93,424,283 | 0 | (98,275,538) | |||||
Stock-based compensation | 1,622,566 | $ 0 | 1,622,566 | 0 | 0 | |||||
Restricted shares activity (in shares) | 10,819 | |||||||||
Restricted shares activity | 0 | $ 108 | (108) | 0 | 0 | |||||
Issuance of common stock (in shares) | 1,652,915 | |||||||||
Issuance of common stock | 31,517,109 | $ 16,529 | 31,500,580 | 0 | 0 | |||||
Cost of common stock issuance | (2,262,807) | $ 0 | (2,262,807) | 0 | 0 | |||||
Shares issued for convertible note interest payment (in shares) | 8,809 | |||||||||
Shares issued for convertible note interest payment | 166,641 | $ 88 | 166,553 | 0 | 0 | |||||
Treasury shares withheld for employee taxes (in shares) | 0 | |||||||||
Treasury shares withheld | (48,308) | $ 0 | 0 | (48,308) | 0 | |||||
Net loss | (40,766,308) | $ 0 | 0 | 0 | (40,766,308) | |||||
Balance (in shares) at Dec. 31, 2023 | 9,454,233 | |||||||||
Balance at Dec. 31, 2023 | $ (14,544,545) | $ 94,542 | $ 124,451,067 | $ (48,308) | $ (139,041,846) |
Note 1 - Organization and Busin
Note 1 - Organization and Business | 6 Months Ended |
Dec. 31, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization and Business | 1. Organization and Business Contango ORE, Inc. (“Contango” or the “Company”) engages in exploration for gold ore and associated minerals in Alaska. The Company conducts its operations through three primary means: • a 30.0 % membership interest in Peak Gold, LLC (the “Peak Gold JV”), which leases approximately 675,000 acres from the Tetlin Tribal Council and holds approximately 13,000 additional acres of State of Alaska mining claims (such combined acreage, the “Peak Gold JV Property”) for exploration and development, including in connection with the Peak Gold JV's plan to mine ore from the Main and North Manh Choh deposits within the Peak Gold JV Property (the “Manh Choh Project”); • its wholly-owned subsidiary, Contango Lucky Shot Alaska, LLC (“LSA”) (formerly Alaska Gold Torrent, LLC), an Alaska limited liability company (“LSA”), which leases the mineral rights to approximately 8,600 acres of State of Alaska and patented mining claims for exploration from Alaska Hard Rock, Inc., which includes three former producing gold mines located on patented claims in the Willow Mining District about 75 miles north of Anchorage, Alaska (the “Lucky Shot Property”) (See Note 8 - Acquisition of Lucky Shot Property); and • its wholly-owned subsidiary, Contango Minerals Alaska, LLC (“Contango Minerals”), which separately owns the mineral rights to approximately 145,280 acres of State of Alaska mining claims for exploration, including (i) approximately 69,780 acres located immediately northwest of the Peak Gold JV Property (the “Eagle/Hona Property”), (ii) approximately 14,800 acres located northeast of the Peak Gold JV Property (the “Triple Z Property”), (iii) approximately 52,700 acres of new property in the Richardson district of Alaska (the “Shamrock Property”) and (iv) approximately 8,000 acres located to the north and east of the Lucky Shot Property (the “Willow Property” and, together with the Eagle/Hona Property, the Triple Z Property, and the Shamrock Property, collectively the “Minerals Property”). The Company relinquished approximately 69,000 acres located on the Eagle/Hona prospect in November 2022 . The Company retained essentially all of the acreage where drilling work was performed in 2019 and 2021, and used sampling data to determine which acreage should be released. The Lucky Shot Property and the Minerals Property are collectively referred to in these Notes to Consolidated Financial Statements as the “Contango Properties”. The Company’s Manh Choh Project has commenced ore mining and stockpiling at the Fort Knox facility. All other projects are in the exploration stage. On November 14 2023, the Company’s board of directors approved a change in the Company’s fiscal year end from June 30 to December 31, effective as of December 31, 2023. As a result, this report on Form 10-K is a transition report and includes financial information for the transition period from July 1, 2023, through December 31, 2023. In this Transition Report, we include financial results for the six months ended December 31, 2023, which are audited, compared to the financial results for the six months ended December 31, 2022, which are unaudited. The Company has been involved, directly and through the Peak Gold JV, in exploration on the Manh Choh Project since 2010, which has resulted in identifying two mineral deposits (Main and North Manh Choh) and several other gold, silver, and copper prospects. The other 70.0 % membership interest in the Peak Gold JV is owned by KG Mining (Alaska), Inc. (“KG Mining”), an indirect wholly-owned subsidiary of Kinross Gold Corporation (“Kinross”). Kinross is a large gold producer with a diverse global portfolio and extensive operating experience in Alaska. The Peak Gold JV plans to mine ore from the Main and North Manh Choh deposits and then process the ore at the existing Fort Knox mining and milling complex located approximately 240 miles (400 km) away. The Peak Gold JV has entered into an Ore Haul Agreement with Black Gold Transport, located in North Pole, Alaska to transport the run-of-mine ore from the Manh Choh Project to the Fort Knox facilities. Peak Gold JV has also entered into a contract with Kiewit Mining Group to provide contract mining and site preparation work at the Manh Choh Project. The Peak Gold JV will be charged a toll for using the Fort Knox facilities pursuant to a toll milling agreement by and between the Peak Gold JV and Fairbanks Gold Mining, Inc., which was entered into and became effective on April 14, 2023. Kinross released a combined feasibility study for the Fort Knox mill and the Peak Gold JV in July 2022. Also, in July 2022, Kinross announced that its board of directors (the “Kinross Board”) made a decision to proceed with development of the Manh Choh Project. Effective December 31, 2022, CORE Alaska, LLC, a wholly-owned subsidiary of the Company (“CORE Alaska”), KG Mining, and the Peak Gold JV executed the First Amendment to the Amended and Restated Limited Liability Company Agreement of the Peak Gold JV (as amended, the “A&R JV LLCA”). The First Amendment to the A&R JV LLCA provides that, beginning in 2023, the Company may fund its quarterly scheduled cash calls on a monthly basis. The Peak Gold JV management committee (the “JV Management Committee”) has approved a budget for 2023, with cash calls totaling approximately $ 165.1 million, which was subsequently amended to $ 157.3 million of which the Company’s share is approximately $ 47.2 million. As of December 31, 2023, the Company has funded $ 47.2 million of the 2023 budget. At the Lucky Shot Property, in August 2023, the Company began executing a program to complete surface drilling on the Coleman segment of the Lucky Shot vein. The program was shut down in September 2023 due to challenging weather conditions. On the Shamrock Property, the Company conducted soil and surface rock chip sampling during 2021. |
Note 2 - Basis of Presentation
Note 2 - Basis of Presentation | 6 Months Ended |
Dec. 31, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Basis of Presentation | 2. Basis of Presentation The accompanying consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America. These consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the discharge of liabilities in the normal course of business for the foreseeable future. |
Note 3 - Liquidity
Note 3 - Liquidity | 6 Months Ended |
Dec. 31, 2023 | |
Notes To Financial Statements [Abstract] | |
Liquidity | 3. Liquidity The Company’s cash needs going forward will primarily relate to capital calls from the Peak Gold JV, exploration of the Contango Properties, repayment of debt and related interest and general and administrative expenses of the Company. The JV Management Committee has proposed a significant budget to complete and start the operations of the Manh Choh mine, which is anticipated to begin production during the second half of 2024. As of December 31, 2023, the Company has funded its capital calls to the Peak Gold JV totaling $ 47.2 million, of which $ 30 million was funded from the secured credit facility. In 2024 it is anticipated that there will be a further $ 28.8 million of capital calls to the Peak Gold JV to reach production, of which $ 15.5 million has been funded by the Company. The Company believes it has sufficient capital to reach production at the Manh Choh mine, with the cash it has on hand and the $ 27.5 million of available room on the secured credit facility. Although there can be no guarantee that the Peak Gold JV will distribute funds back to the Company, the Company believes it is probable to receive the anticipated distributions from the Peak Gold JV and maintain sufficient liquidity to meet its working capital requirements, including repayment obligations of approximately $ 21 million on the secured credit facility, through the first quarter of 2025. Failure to pay the current debt obligations will result in an event of default and the debt would be due immediately or callable. If the Company elects to not fund a portion of its cash calls to the Peak Gold JV, its membership interest in the Peak Gold JV would be diluted. If the Company’s interest in the Peak Gold JV is diluted, the Company may not be able to fully realize its investment in the Peak Gold JV. Also, if no additional financing is obtained, the Company may not be able to fully realize its investment in the Contango Properties. The Company has limited financial resources and the ability of the Company to refinance current debt or arrange additional financing in the future will depend, in part, on the prevailing capital market conditions, the results achieved at the Peak Gold JV Property, as well as the market price of metals. The Company cannot be certain that financing will be available to the Company on acceptable terms, if at all. |
Note 4 - Summary of Significant
Note 4 - Summary of Significant Accounting Policies | 6 Months Ended |
Dec. 31, 2023 | |
Accounting Policies [Abstract] | |
Significant Accounting Policies [Text Block] | 4. Summary of Significant Accounting Policies The Company’s significant accounting policies are described below. Cash . Cash consists of all cash balances and highly liquid investments with an original maturity of three months or less. All cash is held in cash deposit accounts as of December 31, 2023, June 30, 2023 and June 30, 2022. At December 31, 2023, June 30, 2023 and June 30, 2022 the Company had $ 0.2 million of restricted cash which is held as collateral for its bank-issued Company credit cards. Management Estimates . The preparation of consolidated financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Other items subject to estimates and assumptions include, but are not limited to, the carrying amounts of property and equipment, asset retirement obligations, valuation of contingent consideration, valuation allowances for deferred income tax assets and valuation of derivative instruments. Management evaluates estimates and assumptions on an ongoing basis using historical experience and other factors, including the current economic and commodity price environment. Stock-Based Compensation . The Company applies the fair value method of accounting for stock-based compensation. Under this method, compensation cost is measured at the grant date based on the fair value of the award and is recognized over the award vesting period. The Company classifies the benefits of tax deductions in excess of the compensation cost recognized for the options (excess tax benefit) as financing cash flows. The fair value of each option award is estimated as of the date of grant using the Black-Scholes option-pricing model. The fair value of each restricted stock award is equal to the Company’s stock price on the date the award is granted. Income Taxes . The Company follows the liability method of accounting for income taxes under which deferred tax assets and liabilities are recognized for the future tax consequences of (i) temporary differences between the tax basis of assets and liabilities and their reported amounts in the consolidated financial statements and (ii) operating loss and tax credit carry-forwards for tax purposes. Deferred tax assets are reduced by a valuation allowance when, based upon management’s estimates, it is more likely than not that a portion of the deferred tax assets will not be realized in a future period. Investment in the Peak Gold JV. The Company’s consolidated financial statements include the investment in the Peak Gold JV, which is accounted for under the equity method. The Company held a 30.0 % membership interest in the Peak Gold JV on December 31, 2023 and designated one of the three members of the JV Management Committee. The Company initially recorded its investment at the historical cost of the assets contributed to the Peak Gold JV, which was approximately $ 1.4 million. The cumulative contributions and historical cost of the assets exceeded the cumulative losses of the Peak Gold JV as of December 31, 2023; therefore, the Company recorded an investment in the Peak Gold JV of $ 28,064,406 . For the fiscal years ended June 30, 2023 and June 30, 2022, the Company's share of the Peak Gold JV's inception-to-date cumulative loss of $ 44.8 million and $ 42.0 million respectively, exceeded the sum of the historical book value of the Company's initial investment in the Peak Gold JV of $ 1.4 million and subsequent contribution of $ 39.1 million. Therefore, the investment in the Peak Gold JV had a zero balance as of June 30, 2023 and June 30, 2022. If the portion of the cumulative loss exceeds the Company’s investment it will be suspended and recognized against earnings, if any, from the investment in the Peak Gold JV in future periods. Property & Equipment. Property and equipment are stated at cost less accumulated depreciation. Depreciation and amortization are computed for assets placed in service using the straight‐line method over the estimated useful life of the asset. When assets are retired or sold, the costs and related allowances for depreciation and amortization are eliminated from the accounts, and any resulting gain or loss is reflected in operations. The Company reviews long‐lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to future net cash flows expected to be generated by the asset. If an asset is considered to be impaired, the loss recognized is measured by the amount by which the carrying amount of the asset exceeds the fair value of the asset. The Company recorded an impairment charge of $ 7,111 and $ 92,777 for the years ended June 30, 2023 and 2022, respectively. There was no impairment charge for the period ended December 31, 2023. The June 30, 2023 impairment related to equipment determined to be obsolete. The June 30, 2022 impairment expense related to an avalanche that occurred at the Lucky Shot Property in February 2022. The avalanche destroyed various vehicles and equipment at the site. The $ 92,777 in impairment represents the remaining book value associated with the property that was destroyed, net of insurance recoveries to date, and other necessary write-offs. Significant payments related to the acquisition of mineral properties, mining rights, and mineral leases are capitalized. If a commercially mineable ore body is discovered, such costs are amortized when production begins using the units‐of‐production method based on estimated reserves. If no commercially mineable ore body is discovered, or such rights are otherwise determined to have no value, such costs are expensed in the period in which it is determined the property has no future economic value. Fair Value Measurement . Accounting guidelines for measuring fair value establish a three-level valuation hierarchy for disclosure of fair value measurements. The valuation hierarchy categorizes assets and liabilities measured at fair value into one of three different levels depending on the observability of the inputs employed in the measurement. The three levels are defined as follows: Level 1 – Observable inputs such as quoted prices in active markets at the measurement date for identical, unrestricted assets or liabilities. Level 2 – Other inputs that are observable directly or indirectly, such as quoted prices in markets that are not active or inputs, which are observable, either directly or indirectly, for substantially the full term of the asset or liability. Level 3 – Unobservable inputs for which there are little or no market data and which the Company makes its own assumptions about how market participants would price the assets and liabilities. A financial instrument’s level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement. Where available, fair value is based on observable market prices or parameters or derived from such prices or parameters. Where observable prices or inputs are not available, valuation models are applied. These valuation techniques involve some level of management estimation and judgment, the degree of which is dependent on the price transparency for the instruments or market and the instrument’s complexity. The Company reflects transfers between the three levels at the beginning of the reporting period in which the availability of observable inputs no longer justifies classification in the original level. There were no transfers between fair value hierarchy levels for the period ended December 31, 2023. Fair Value on a Recurring Basis The Company performs fair value measurements on a recurring basis for the following: • Derivative Financial Instruments - Derivative financial instruments are carried at fair value and measured on a recurring basis. The Company's potential derivative financial instruments include features embedded within its convertible debenture with Queens Road Capital (see Note 15). These measurements were not material to the Consolidated Financial Statements. • Derivative Hedges - As discussed in Note 16, the Company has entered into hedge agreements with delivery obligations of gold ounces. The Company utilizes derivative instruments in order to manage exposure to risks associated with fluctuating commodity prices. The derivative hedges are mark-to-market with changes in estimated value driven by forward commodity prices. • Contingent Consideration - As discussed in Note 8, the Company will be obligated to pay CRH additional consideration if production on the Lucky Shot Property meets two separate milestone payment thresholds. The fair value of this contingent consideration is measured on a recurring basis, and is driven by the probability of reaching the milestone payment thresholds. The following table summarizes the fair value of the Company's financial assets and liabilities, by level within the fair-value hierarchy: As of December 31, 2023 Level 1 Level 2 Level 3 Financial Assets Derivative contract asset - current $ - $ - $ - Financial Liabilities Derivative Liability - current $ - $ 2,679,784 $ - Derivative Liability - noncurrent $ - $ 20,737,997 $ - Contingent consideration liability - noncurrent $ - $ - $ 1,100,480 As of June 30, 2023 Financial Assets Derivative contract asset - current $ - $ - $ - Financial Liabilities Derivative Liability - current $ - $ - $ - Derivative Liability - noncurrent $ - $ - $ - Contingent consideration liability - noncurrent $ - $ - $ 1,240,563 As of June 30, 2022 Financial Assets Derivative contract asset - current $ - $ - $ - Financial Liabilities Derivative Liability - current $ - $ - $ - Derivative Liability - noncurrent $ - $ - $ - Contingent consideration liability - noncurrent $ - $ - $ 1,847,063 Fair Value on a Nonrecurring Basis The Company applies the provisions of the fair value measurement standard on a non-recurring basis to its non-financial assets and liabilities, including mineral properties, business combinations, and asset retirement obligations. These assets and liabilities are not measured at fair value on an ongoing basis but are subject to fair value adjustments if events or changes in certain circumstances indicate that adjustments may be necessary. Business Combinations . In determining whether an acquisition should be accounted for as a business combination or asset acquisition, the Company first determines whether substantially all of the fair value of the gross assets acquired is concentrated in a single identifiable asset or a group of similar identifiable assets. If this is the case, the single identifiable asset or the group of similar assets is not deemed to be a business, and is instead deemed to be an asset. If this is not the case, the Company then further evaluates whether the single identifiable asset or group of similar identifiable assets and activities includes, at a minimum, an input and a substantive process that together significantly contribute to the ability to create outputs. If so, the Company concludes that the single identifiable asset or group of similar identifiable assets and activities is a business. The Company accounts for business combinations using the acquisition method of accounting. Application of this method of accounting requires that (i) identifiable assets acquired (including identifiable intangible assets) and liabilities assumed generally be measured and recognized at fair value as of the acquisition date and (ii) the excess of the purchase price over the net fair value of identifiable assets acquired and liabilities assumed be recognized as goodwill, which is not amortized for accounting purposes but is subject to testing for impairment at least annually. The Company measures and recognizes asset acquisitions that are not deemed to be business combinations based on the cost to acquire the assets, which includes transaction costs. Goodwill is not recognized in asset acquisitions. Contingent consideration in asset acquisitions payable in the form of cash is recognized when payment becomes probable and reasonably estimable, unless the contingent consideration meets the definition of a derivative, in which case the amount becomes part of the asset acquisition cost when acquired. Contingent consideration payable in the form of a fixed number of the Company’s own shares is measured at fair value as of the acquisition date and recognized when the issuance of the shares becomes probable. Upon recognition of the contingent consideration payment, the amount is included in the cost of the acquired asset or group of assets. The Company purchased 100 % of the outstanding membership interests of LSA in August 2021 (See Note 8). The Company accounted for the purchase as an asset acquisition, and thus allocated the total acquisition cost to the assets acquired on a relative fair value basis. Convertible Debenture . The Company accounts for its convertible debenture in accordance with ASC 470-20, Debt with Conversion and Other Options ("ASC 470-20"), which requires the liability and equity components of convertible debt to be separately accounted for in a manner that reflects the issuer's nonconvertible debt borrowing rate. Debt discount created by the bifurcation of embedded features in the convertible debenture are reflected as a reduction to the related debt liability. The discount is amortized to interest expense over the term of the debt using the effective-interest method. The convertible debenture is classified within Level 2 of the fair value hierarchy. Derivative Asset for Embedded Conversion Features. The Company evaluates convertible notes to determine if those contracts or embedded components of those contracts qualify as derivatives to be accounted for separately. In circumstances where the embedded conversion option in a convertible instrument is required to be bifurcated and there are also other embedded derivative instruments in the convertible instrument that are required to be bifurcated, the bifurcated derivative instruments are evaluated and accounted for separately. The result of this accounting treatment is that the fair value of the embedded derivative is recorded as either an asset or a liability and marked-to-market each balance sheet date, with the change in fair value recorded in the statements of operations as other income or expense. Upon conversion or exercise of a derivative instrument, the instrument is marked to fair value at the conversion date and then that fair value is reclassified to equity. The fair value of the embedded conversion features are estimated using several probability weighted binomial lattice models. Estimating fair values of embedded conversion features is classified within Level 3 of the fair value hierarchy and requires the development of significant and subjective estimates that may, and are likely to, change over the duration of the instrument with related changes in internal and external market factors. Derivative Instruments. The Company utilizes derivative instruments in order to manage exposure to risk associated with fluctuating commodity prices. The Company recognizes all derivatives as either assets or liabilities, measured at fair value, and recognizes changes in the fair value of derivatives in current earnings. The Company has elected to not designate any of its position under the hedge accounting rules. Accordingly, these derivatives are mark-to-market and any changes in the estimated values of derivative contracts held at the balance sheet date are recognized in unrealized (loss) gain on derivative contracts, net in the Consolidated Statements of Operations as unrealized gains or losses on derivative contracts. Realized gains or losses on derivative contracts will be recognized in (loss) gain on derivative contracts, net in the Consolidated Statements of Operations Asset Retirement Obligations . Asset retirement obligations (including reclamation and remediation costs) associated with operating and non-operating mine sites are recognized when an obligation is incurred and the fair value can be reasonably estimated. Fair value is measured as the present value of expected cash flow estimates, after considering inflation, our credit-adjusted risk-free rates and a market risk premium appropriate for our operations. The liability is accreted over time through periodic charges to earnings. In addition, the asset retirement cost is capitalized as part of the asset’s carrying value and amortized over the life of the related asset. Reclamation costs are periodically adjusted to reflect changes in the estimated present value resulting from the passage of time and revisions to the estimates of either the timing or amount of the reclamation costs. The estimated reclamation obligation is based on when spending for an existing disturbance is expected to occur. Costs included in estimated asset retirement obligations are discounted to their present value as cash flows are readily estimable. The Company reviews, on an annual basis, unless otherwise deemed necessary, the reclamation obligation for each project in accordance with ASC guidance for asset retirement obligations. As of December 31, 2023, the Company had asset retirement obligations related to its Lucky Shot project totaling $ 246,227 . The asset retirement obligations related to Lucky Shot project were $ 239,942 as of June 30, 2023 and $ 228,082 as of June 30, 2022. Accretion expense for the period ended December 31, 2023 was $ 6,284 . The accretion expense for the fiscal years ended June 30, 2023 and 2022 were $ 11,860 and $ 9,156 , respectively. Recently Issued Accounting Pronouncements. In August 2020, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2020-06, Debt — Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging — Contracts in Entity’s Own Equity (Subtopic 815-40) (“ASU 2020-06”) to simplify accounting for certain financial instruments. ASU 2020-06 eliminates the current models that require separation of beneficial conversion and cash conversion features from convertible instruments and simplifies the derivative scope exception guidance pertaining to equity classification of contracts in an entity’s own equity. The new standard also introduces additional disclosures for convertible debt and freestanding instruments that are indexed to and settled in an entity’s own equity. ASU 2020-06 is effective January 1, 2022 and should be applied on a full or modified retrospective basis, with early adoption permitted beginning on January 1, 2021. The Company adopted ASU 2020-06 effective January 1, 2022. As mentioned, in the accounting policy above, the Company accounts for its convertible debenture with Queens Road Capital under this standard (See Note 15). The Company has evaluated all other recent accounting pronouncements and believes that none of them will have a significant effect on the Company’s consolidated financial statements. |
Note 5 - Prepaid Expenses and O
Note 5 - Prepaid Expenses and Other | 6 Months Ended |
Dec. 31, 2023 | |
Prepaid Expenses and Other [Abstract] | |
Prepaid Expenses and Other | 5. Prepaid Expenses and Other The Company had prepaid expenses and other assets of $ 1,112,910 , $ 413,907 and $ 453,353 as of December 31, 2023, June 30, 2023 and June 30, 2022, respectively. Current period and prior period prepaid and other assets primarily relate to prepaid claim rentals and prepaid insurance. |
Note 6 - Net Loss Per Share
Note 6 - Net Loss Per Share | 6 Months Ended |
Dec. 31, 2023 | |
NET LOSS PER SHARE | |
Net Loss Per Share | 6. Net Loss Per Share A reconciliation of the components of basic and diluted net loss per share of common stock is presented in the tables below: Six Months Ended Fiscal Year Ended December 31, 2023 June 30, 2023 June 30, 2022 Net loss attributable to common stock $ ( 40,766,308 ) $ ( 39,741,300 ) $ ( 23,506,650 ) Weighted average shares for basic EPS 9,180,032 7,087,027 6,734,444 Effect of dilutive securities — — — Weighted average shares for diluted EPS 9,180,032 7,087,027 6,734,444 Basic EPS $ ( 4.44 ) $ ( 5.61 ) $ ( 3.49 ) Diluted EPS $ ( 4.44 ) $ ( 5.61 ) $ ( 3.49 ) There were 100,000 options and 401,000 warrants outstanding as of December 31, 2023 and June 30, 2023. There were 100,000 options and nil warrants outstanding as of June 30, 2022. The options and warrants were not included in the computation of diluted earnings per share for the period ended December 31, 2023 and fiscal years ended June 30, 2023 and June 30, 2022 due to being anti-dilutive. |
Note 7 - Stockholders' Equity (
Note 7 - Stockholders' Equity (Deficit) | 6 Months Ended |
Dec. 31, 2023 | |
Stockholders' Equity Note [Abstract] | |
Stockholders' Equity (Deficit) | 7. Stockholders ’ Equity (Deficit) The Company has 45,000,000 shares of common stock authorized, and 15,000,000 authorized shares of preferred stock. As of December 31, 2023, 9,451,753 shares of common stock were outstanding, including 433,528 shares of unvested restricted stock. As of December 31, 2023, options and warrants to purchase 501,000 shares of common stock of the Company were outstanding. No shares of preferred stock have been issued. The remaining restricted stock outstanding will vest between January 2024 and October 2026. ATM Offering On June 8, 2023, the Company entered into a Controlled Equity Offering SM Sales Agreement (the “Sales Agreement”) with Cantor Fitzgerald & Co. (the “Agent”), pursuant to which the Company may offer and sell from time to time up to $ 40,000,000 of shares of the Company’s common stock through the Agent (the “ATM Offering”). The offer and sale of the common stock has been registered under the Securities Act of 1933, as amended (the “Securities Act”), pursuant to the Company’s registration statement on Form S-3. Sales of the common stock, pursuant to the Sales Agreement, may be made in sales deemed to be an “at the market offering” as defined in Rule 415(a)(4) promulgated under the Securities Act, including sales made directly on or through the New York Stock Exchange or on any other existing trading market for the Company’s common stock. The Company has no obligation to sell any of the common stock under the Sales Agreement and may at any time suspend or terminate the offering of its common stock pursuant to the Sales Agreement upon notice and subject to other conditions. The Agent will act as sales agent and will use commercially reasonable efforts to sell on the Company’s behalf all of the common stock requested to be sold by the Company, consistent with the Agent’s normal trading and sales practices, on mutually agreed terms between the Agent and the Company. The Company pays the Agent a commission of 2.75 % of the gross proceeds of the Shares sold through it under the Sales Agreement. The Sales Agreement contains customary representations, warranties and agreements by the Company, customary indemnification obligations of the Company and the Agent against certain liabilities, including for liabilities under the Securities Act, and termination provisions. The Company sold 52,915 shares for the six month period ended December 31, 2023 and 158,461 shares for the year ended June 30, 2023 of common stock pursuant to the Sales Agreement for net proceeds of approximately $ 1.1 million and $ 4.1 million respectively. The balance remaining from the Sales Agreement as of December 31, 2023 is $ 34.8 million. Underwritten Offering On July 24, 2023, the Company entered into an underwriting agreement (the “Underwriting Agreement”) with Maxim Group LLC and Freedom Capital Markets (collectively, the “Underwriters”), relating to an underwritten public offering (the “Offering”) of 1,600,000 shares (the “Underwritten Shares”) of the Company’s common stock. All of the Underwritten Shares were sold by the Company. The offering price of the Underwritten Shares was $ 19.00 per share, and the Underwriters agreed to purchase the Underwritten Shares from the Company pursuant to the Underwriting Agreement at a price of $ 17.77 per share (the “Purchase Price”), which includes a 6.5 % Underwriters discount. The net proceeds from the Offering were $ 28.2 million after deducting underwriting discounts and commissions and offering expenses. The Offering was made pursuant to the Company’s effective shelf registration statement on Form S-3. The Offering closed on July 26, 2023. The Underwriting Agreement contained customary representations, warranties and agreements by the Company, customary conditions to closing, indemnification obligations of the Company and the Underwriters, including for liabilities under the Securities Act of 1933, as amended, other obligations of the parties and termination provisions. January 2023 Private Placement On January 19, 2023, the Company completed the issuance and sale of an aggregate of 117,500 shares (the “January 2023 Shares”) of the Company’s common stock, for $ 20.00 per share, and warrants (the “January 2023 Warrants”) entitling each purchaser to purchase shares of common stock for $ 25.00 per share (the “January 2023 Warrant Shares” and together with the January 2023 Shares and the January 2023 Warrants, the “January 2023 Securities”), in a private placement (the “January 2023 Private Placement”) to certain accredited investors (the “January 2023 Investors”) pursuant to Subscription Agreements (the “January 2023 Subscription Agreements”), dated as of January 19, 2023 between the Company and each of the January 2023 Investors. The January 2023 Subscription Agreements include customary representations, warranties, and covenants by the January 2023 Investors and the Company. Pursuant to the January 2023 Warrants between the Company and each of the January 2023 Investors, the January 2023 Warrants are exercisable, in full or in part, at any time until the second anniversary of their issuance, at an exercise price of $ 25.00 per share of common stock. The January 2023 Warrants also provide for certain adjustments that may be made to the exercise price and the number of shares of common stock issuable upon exercise due to future corporate events or actions. The January 2023 Warrants were classified within equity and the proceeds from the capital raise were allocated to the warrants based on their relative fair value. The fair value of each of the January 2023 Warrants was estimated as of the date of grant using the Black-Scholes option-pricing model (Level 2 of the fair value hierarchy) with the following weighted average assumptions used: (i) risk-free interest rate of 4.65 %; (ii) expected life of 1 year; (iii) expected volatility of 40.4 %; and (iv) expected dividend yield of 0 %. Petrie Partners Securities, LLC (“Petrie”) assisted the Company with the January 2023 Private Placement and received compensation equal to 3.25 % of the proceeds from the January 2023 Investors solicited by Petrie. Net proceeds from the January 2023 Private Placement totaled approximately $ 2.3 million. The January 2023 Securities sold were not registered under the Securities Act, but the January 2023 Shares and the January 2023 Warrant Shares are subject to a Registration Rights Agreement allowing the shares to be registered by the holders at a future date. December 2022 Private Placement On December 23, 2022 the Company completed the issuance and sale of an aggregate of 283,500 shares (the “December 2022 Shares”) of the Company’s common stock, for $ 20.00 per share, and warrants (the “December 2022 Warrants”) entitling each purchaser to purchase shares of common stock for $ 25.00 per share (the “December 2022 Warrant Shares” and together with the December 2022 Shares and the December 2022 Warrants, the “December 2022 Securities”), in a private placement (the “December 2022 Private Placement”) to certain accredited investors (the “December 2022 Investors”) pursuant to Subscription Agreements (the “December 2022 Subscription Agreements”), dated as of December 23, 2022 between the Company and each of the December 2022 Investors. The December 2022 Subscription Agreements include customary representations, warranties, and covenants by the December 2022 Investors and the Company. The December 2022 Warrants are exercisable, in full or in part, at any time until the second anniversary of their issuance, at an exercise price of $ 25.00 per share of common stock. The December 2022 Warrants also provide for certain adjustments that may be made to the exercise price and the number of shares of common stock issuable upon exercise due to future corporate events or actions. The December 2022 Warrants were classified within equity and the proceeds from the capital raise were allocated to the warrants based on their relative fair value. The fair value of each of the December 2022 Warrants was estimated as of the date of grant using the Black-Scholes option-pricing model (Level 2 of the fair value hierarchy) with the following weighted average assumptions used: (i) risk-free interest rate of 4.66 %; (ii) expected life of 1 year; (iii) expected volatility of 37.73 %; and (iv) expected dividend yield of 0 %. Petrie assisted the Company with the December 2022 Private Placement and received compensation equal to 3.25 % of the proceeds from the December 2022 Investors solicited by Petrie. Net proceeds from the December 2022 Private Placement totaled approximately $ 5.6 million. The December 2022 Securities sold were not registered under the Securities Act, but the December 2022 Shares and the December 2022 Warrant Shares are subject to a Registration Rights Agreement allowing the shares to be registered by the holders at a future date. May 2023 Warrant Exercise In May 2023, the Company offered the holders of its December 2022 Warrants and January 2023 Warrants with an original exercise price of $ 25.00 , (collectively, “the Original Warrants”) the opportunity to exercise those warrants at the reduced exercise price of $ 22.00 (the “Modified Warrants”) and receive shares of common stock, par value $ 0.01 per share of Contango ORE, Inc. by paying the reduced exercise price in cash and surrendering the original warrants on or before May 9, 2023. A total of 313,000 Original Warrants were exercised resulting in total cash to the Company of $ 6.9 million (the “Warrant Exercise Proceeds”) and the issuance of 313,000 shares of Company common stock upon such exercise. Such shares of common stock were issued in reliance on an exemption from registration under the Securities Act, pursuant to Section 4(a)(2) thereof. The bases for the availability of this exemption include the facts that the issuance was a private transaction which did not involve a public offering and the shares were offered and sold to a limited number of purchasers. Proceeds from the exercise of the warrants were used for working capital purposes and for funding future obligations of the Company. In connection with the accelerated exercise of the December 2022 Warrants and January 2023 Warrants, the Company agreed to issue new warrants to purchase shares of Company common stock at $ 30.00 per share to the exercising holders in the amount of the respective December 2022 Warrants and January 2023 Warrants that were exercised by such holders. As a result, the Company has issued new warrants to purchase 313,000 shares of Company common stock (the “May 2023 Warrants”). Consistent with the accounting guidance for modifications of a freestanding equity-classified warrant as a part of an equity offering, the Company recorded the excess in fair value of the modified warrants over the Original Warrants as an equity issuance cost, of approximately $ 383,000 . The fair value of the modified warrants and the original warrants were calculated as of May 9, 2023 with the following weighted average assumptions used: (i) risk-free interest rate of 4.81 %; (ii) expected life of 1 year; (iii) expected volatility of 42.5 %; and (iv) expected dividend yield of 0 %. The May 2023 Warrants were classified within equity and the proceeds from the capital raise were allocated to the May 2023 warrants based on their relative fair value. The fair value of each of the May 2023 Warrants was estimated as of the date of grant using the Black-Scholes option-pricing model (Level 2 of the fair value hierarchy) with the following weighted average assumptions used: (i) risk-free interest rate of 4.81 %; (ii) expected life of 1.5 year; (iii) expected volatility of 43.7 %; and (iv) expected dividend yield of 0 %. Rights Agreement On September 23, 2020, the Company adopted a limited duration stockholder rights agreement (the “Rights Agreement”) to replace the Company’s prior stockholder rights plan, which was terminated upon adoption of the Rights Agreement. Pursuant to the Rights Agreement, the Board declared a dividend of one preferred stock purchase right (a “Right”) for each share of the Company’s common stock held of record as of October 5, 2020. The Rights will trade with the Company’s common stock and no separate Rights certificates will be issued, unless and until the Rights become exercisable. In general, the Rights will become exercisable only if a person or group acquires beneficial ownership of 18.0 % (or 20.0 % for certain passive investors) or more of the Company’s outstanding common stock or announces a tender or exchange offer that would result in beneficial ownership of 18.0% (or 20.0% for certain passive investors) or more of common stock. Each Right will entitle the holder to buy one one-thousandth ( 1/1000 ) of a share of a series of junior preferred stock at an exercise price of $ 100.00 per Right, subject to anti-dilution adjustments. The Rights Agreement had an initial term of one year, expiring on September 22, 2021, which the Board of Directors of the Company approved several amendments to the Rights Agreement, extending the term of the Rights Agreement to September 23, 2024. |
Note 8 - Acquisition of Lucky S
Note 8 - Acquisition of Lucky Shot Property | 6 Months Ended |
Dec. 31, 2023 | |
Asset Acquisition [Abstract] | |
Acquisition of Lucky Shot Property | 8. Acquisition of Lucky Shot Property On August 24, 2021, the Company completed the purchase of all outstanding membership interests (the “Interests”) of LSA from CRH Funding II PTE. LTD, a Singapore private limited corporation (“CRH”) (the “Lucky Shot Transaction”). LSA holds rights to the Lucky Shot Property. The Company agreed to purchase the Interests for a total purchase price of up to $ 30 million. The purchase price included an initial payment at closing of $ 5 million in cash and a promissory note in the original principal amount of $ 6.25 million, payable by the Company to CRH (the “Promissory Note”), with a maturity date of February 28, 2022 (the “Maturity Date”). The Promissory Note was secured by the Interests. The Company had the option to pay the Promissory Note through the issuance to CRH of shares of the Company’s common stock if the Company completed an offering and obtained a listing of its shares on the NYSE American prior to the Maturity Date. In November 2021, the Company’s common stock commenced listing on the NYSE American. Since the Company did not complete the required offering, it paid the Promissory Note in cash on February 25, 2022. The Company will be obligated to pay CRH additional consideration if production on the Lucky Shot Property meets two separate milestone payment thresholds. If the first threshold of (1) an aggregate “mineral resource” equal to 500,000 ounces of gold or (2) production and receipt by the Company of an aggregate of 30,000 ounces of gold (including any silver based on a 1:65 gold:silver ratio) is met, then the Company will pay CRH $ 5 million in cash and $ 3.75 million in newly issued shares of Contango common stock. If the second threshold of (1) an aggregate “mineral resource” equal to 1,000,000 ounces of gold or (2) production and receipt by the Company of an aggregate of 60,000 ounces of gold (including any silver based on a 1:65 gold:silver ratio) is met, then the Company will pay CRH $ 5 million in cash and $ 5 million in newly issued shares of Contango common stock. If payable, the additional share consideration will be issued based on the 30-day volume weighted average price for each of the thirty trading days immediately prior to the satisfaction of the relevant production goal. If the milestones are not met no additional payments would be made to CRH. The Company also agreed to make $ 10,000,000 in expenditures during the 36-month period following closing toward the existence, location, quantity, quality or commercial value of mineral deposits in, under and upon the Lucky Shot Property. As of December 31, 2023, the Company had exceeded the required $ 10,000,000 in expenditures. The Company evaluated this acquisition under ASC 805, Business Combinations. ASC 805 requires that an acquirer determine whether it has acquired a business. If the criteria of ASC 805 are met, a transaction would be accounted for as a business combination and the purchase price is allocated to the respective net assets assumed based on their fair values and a determination is made whether any goodwill results from the transaction. In evaluating the criteria outlined by this standard, the Company concluded that the acquired set of assets did not meet the US GAAP definition of a business (the assembled workforce does not currently perform a substantive process). Therefore, the Company accounted for the purchase as an asset acquisition, and allocated the total consideration transferred on the date of the acquisition, approximately $ 13.5 million, to the assets acquired on a relative fair value basis. The total consideration transferred is comprised of $ 5.1 million in cash, a $ 6.25 million promissory note, $ 0.3 million in direct transactions costs, plus the fair value of the contingent liability (described above), net of cash received. The Company accounted for the share portion of the contingent liability in accordance with ASC 480 and measured at fair value at inception, approximately $ 1.85 million. The fair value of this liability was calculated using management’s projected timing of mining activities and mineral resources being defined and an estimate of the probability of achieving those targets. The share portion of the contingent consideration is classified within Level 3 of the fair value hierarchy referenced in Note 4 - Summary of Significant Accounting Policies. Changes in value in subsequent periods, based on management’s ongoing assessment of probability, will be recorded in earnings. The Company determined the fair value of the share portion of the liability to be $ 1.1 million at December 31, 2023. The $ 0.1 million change in fair value during the current fiscal period is recognized in earnings. The Company’s accounting policy is to recognize the contingent consideration associated with cash contingent payments related to the asset acquisitions when the contingency is resolved. Any amounts issued in excess of the contingent consideration initially recognized as a liability would be an additional cost of the asset acquisition allocated to increase the eligible assets on a relative fair value basis. Amounts issued that are less than the contingent consideration initially recognized as a liability would be a reduction of the cost of the asset(s) acquired and would reduce the eligible assets on a relative value basis. |
Note 9 - Property & Equipment
Note 9 - Property & Equipment | 6 Months Ended |
Dec. 31, 2023 | |
Property, Plant and Equipment [Abstract] | |
Property & Equipment | 9. Property & Equipment The table below sets forth the book value by type of fixed asset as well as the estimated useful life: Asset Type Estimated December 31, 2023 June 30, 2023 June 30, 2022 Mineral properties N/A - Units of Production $ 11,700,726 $ 11,700,726 $ 11,700,007 Land Not Depreciated 87,737 87,737 87,737 Buildings and improvements 20 - 39 1,455,546 1,455,546 1,455,546 Machinery and equipment 3 - 10 287,635 287,635 287,635 Vehicles 5 135,862 135,862 135,862 Computer and office equipment 5 23,571 16,239 16,239 Furniture & fixtures 5 2,270 2,270 2,270 Less: Accumulated depreciation and ( 244,864 ) ( 192,241 ) ( 55,740 ) Less: Accumulated impairment ( 122,136 ) ( 122,136 ) ( 115,025 ) Property & Equipment, net $ 13,326,347 $ 13,371,638 $ 13,514,531 |
Note 10 - Investment in Peak Go
Note 10 - Investment in Peak Gold, LLC | 6 Months Ended |
Dec. 31, 2023 | |
Investment Company [Abstract] | |
Equity Method Investments and Joint Ventures Disclosure [Text Block] | 10. Investment in Peak Gold, LLC The Company recorded its initial investment at the historical book value of the assets contributed to the Peak Gold JV which was approximately $ 1.4 million. As of December 31, 2023, the Company has contributed approximately $ 74.9 million to the Peak Gold JV. The following table is a roll-forward of our investment in the Peak Gold JV from January 8, 2015 (inception) to December 31, 2023: Investment in Peak Gold, LLC Investment balance at June 30, 2014 $ — Investment in Peak Gold JV, at inception January 8, 2015 1,433,886 Loss from equity investment in Peak Gold JV ( 1,433,886 ) Investment balance at June 30, 2015 $ — Investment in Peak Gold JV — Loss from equity investment in Peak Gold JV — Investment balance at June 30, 2016 $ — Investment in Peak Gold JV — Loss from equity investment in Peak Gold JV — Investment balance at June 30, 2017 $ — Investment in Peak Gold JV 2,580,000 Loss from equity investment in Peak Gold JV ( 2,580,000 ) Investment balance at June 30, 2018 $ — Investment in Peak Gold JV 4,140,000 Loss from equity investment in Peak Gold JV ( 4,140,000 ) Investment balance at June 30, 2019 $ — Investment in Peak Gold JV 3,720,000 Loss from equity investment in Peak Gold JV ( 3,720,000 ) Investment balance at June 30, 2020 $ — Investment in Peak Gold JV 3,861,252 Loss from equity investment in Peak Gold JV ( 3,861,252 ) Investment balance at June 30, 2021 — Investment in Peak Gold JV 3,706,000 Loss from equity investment in Peak Gold JV ( 3,706,000 ) Investment balance at June 30, 2022 $ — Investment in Peak Gold JV 21,120,000 Loss from equity investment in Peak Gold JV ( 21,120,000 ) Investment balance at June 30, 2023 $ — Investment in Peak Gold JV 34,380,000 Loss from equity investment in Peak Gold JV ( 6,315,595 ) Investment balance at December 31, 2023 $ 28,064,405 The following table presents the condensed balance sheets for the Peak Gold JV as of December 31, 2023, June 30, 2023 and June 30, 2022 in accordance with US GAAP: December 31, 2023 June 30, 2023 June 30, 2022 ASSETS Current assets $ 20,303,084 $ 81,719,273 $ 9,022,315 Non-current assets 207,706,448 97,748,104 4,548,709 TOTAL ASSETS $ 228,009,532 $ 179,467,377 $ 13,571,024 LIABILITIES AND MEMBERS’EQUITY Current liabilities $ 23,303,400 $ 14,283,457 $ 3,057,873 Non-current liabilities 32,910,212 21,973,623 416,081 TOTAL LIABILITIES $ 56,213,612 $ 36,257,080 $ 3,473,954 MEMBERS’ EQUITY 171,795,920 143,210,297 10,097,070 TOTAL LIABILITIES AND MEMBERS’ EQUITY $ 228,009,532 $ 179,467,377 $ 13,571,024 The following table presents the condensed results of operations for the Peak Gold JV for the six month period ended December 31, 2023 and fiscal years ended June 30, 2023 and June 30, 2022, and for the period from inception through December 31, 2023 in accordance with US GAAP: Six Months Ended Year Ended Year Ended Period from Inception January 8, 2015 to December 31, 2023 June 30, 2023 June 30, 2022 December 31, 2023 EXPENSES: Exploration expense $ 5,699,445 $ 7,940,683 $ 9,534,764 $ 72,051,655 General and administrative 1,214,929 1,374,003 1,290,013 14,869,951 Total expenses 6,914,374 9,314,686 10,824,777 86,921,606 NET LOSS $ 6,914,374 $ 9,314,686 $ 10,824,777 $ 86,921,606 The Company’s share of the Peak Gold JV’s results of operations for the six month period ended December 31, 2023 was a loss of $ 2.1 million. The Company’s share of the Peak Gold JV’s results of operations for the fiscal year ended June 30, 2023 was a loss of $ 2.8 million. The Company’s share in the results of operations for the fiscal year ended June 30, 2022 was a loss of $ 3.3 million. The Peak Gold JV loss does not include any provisions related to income taxes as the Peak Gold JV is treated as a partnership for income tax purposes. The Company's cumulative investment in the Peak Gold JV exceeded its cumulative losses as of December 31, 2023; therefore the Company’s investment in the Peak Gold JV as of December 31, 2023 was $ 28,064,406 . For the fiscal years ended June 30, 2023 and June 30, 2022, the Company’s share of the Peak Gold JV’s inception-to-date cumulative loss of $ 44.8 million and $ 42.0 million, respectively, exceeded the Company's cumulative investment in the Peak Gold JV and the equity method of accounting was suspended, which resulted in suspended losses and an investment balance of zero at June 30, 2023 and 2022. Therefore, the investment in the Peak Gold JV had a balance of zero as of June 30, 2023 and 2022. The Company is not currently obligated to make additional capital contributions to the Peak Gold JV and therefore only records losses up to the point of its cumulative investment which is $ 74.9 million. If the Company elects not to fund its interest in the Peak Gold JV, its interest would be diluted. |
Note 11 - Stock Based Compensat
Note 11 - Stock Based Compensation | 6 Months Ended |
Dec. 31, 2023 | |
Share-Based Payment Arrangement [Abstract] | |
Stock Based Compensation | 11. Stock Based Compensation On September 15, 2010, the Board adopted the Contango ORE, Inc. Equity Compensation Plan (the “2010 Plan”). On November 10, 2022, the stockholders of the Company approved and adopted the Second Amendment (the “Second Amendment”) to the Contango ORE, Inc. Amended and Restated 2010 Equity Compensation Plan (as amended, the “Amended Equity Plan”) which increased the number of shares of common stock that the Company may issue under the Amended Equity Plan by 600,000 shares. Under the Amended Equity Plan, the Board may issue up to 2,600,000 shares of common stock and options to officers, directors, employees or consultants of the Company. Awards made under the Amended Equity Plan are subject to such restrictions, terms and conditions, including forfeitures, if any, as may be determined by the Board. On November 14, 2023, the stockholders of the Company approved and adopted the 2023 Omnibus Incentive Plan (the “2023 Plan”) (together with the Amended Equity Plan referred to as the “Equity Plans”), which replaces the 2010 Plan with respect to new grants by the Company. Shares available for grant under the 2023 Plan consist of 193,500 shares of common stock plus (i) any shares remaining available for grant under the 2010 Plan ( 424,026 shares as of December 31, 2023), (ii) unexercised shares subject to appreciation awards (i.e. stock options or other stock-based awards based on the appreciation in value of a share of the Company’s common stock) granted under the 2010 Plan that expire, terminate, or are canceled for any reason without having been exercised in full, and (iii) shares subject to awards that are not appreciation awards granted under the 2010 Plan that are forfeited for any reason. As of December 31, 2023, there were 433,528 shares of unvested restricted common stock outstanding and 100,000 options to purchase shares of common stock outstanding issued under the Equity Plans. Stock-based compensation expense for the six month period ended December 31, 2023 was $ 1.6 million. Stock-based compensation expense for the fiscal years ended June 30, 2023 and 2022 was $ 2.9 million and $ 4.0 million, respectively. The amount of compensation expense recognized does not reflect cash compensation actually received by the individuals during the current period, but rather represents the amount of expense recognized by the Company in accordance with US GAAP. All restricted stock grants are expensed over the applicable vesting period based on the fair value at the date the stock is granted. The grant date fair value may differ from the fair value on the date the individual’s restricted stock actually vests. Stock Options. Under the Equity Plans, options granted must have an exercise price equal to or greater than the market price of the Company’s common stock on the date of grant. The Company may grant key employees both incentive stock options intended to qualify under Section 422 of the Internal Revenue Code of 1986, as amended, and stock options that are not qualified as incentive stock options. Stock option grants to non-employees, such as directors and consultants, may only be stock options that are not qualified as incentive stock options. Options generally expire after five years . Upon option exercise, the Company’s policy is to issue new shares to option holders. The Company applies the fair value method to account for stock option expense. Under this method, cash flows from the exercise of stock options resulting from tax benefits in excess of recognized cumulative compensation cost (excess tax benefits) are classified as financing cash flows. See Note 4 - Summary of Significant Accounting Policies. All employee stock option grants are expensed over the stock option’s vesting period based on the fair value at the date the options are granted. The fair value of each option is estimated as of the date of grant using the Black-Scholes options-pricing model. Expected volatilities are based on the historical weekly volatility of the Company’s stock with a look-back period equal to the expected term of the options. The expected dividend yield is zero as the Company has never declared and to does not anticipate declaring dividends on its common stock. The expected term of the options granted represent the period of time that the options are expected to be outstanding. The simplified method is used for estimating the expected term, due to the lack of historical stock option exercise activity. The risk-free interest rate is based on U.S. Treasury bills with a duration equal to or close to the expected term of the options at the time of grant. There were no newly vested stock options in the six month period ended December 31, 2023 or for the fiscal year ended June 30, 2023. The fair value of stock options vested during the year ended June 30, 2022 was approximately $ 7.42 per share. As of December 31, 2023, the total unrecognized compensation cost related to nonvested stock options was nil . As of December 31, 2023, the stock options had a weighted average remaining life of 1.06 years. A summary of the status of stock options granted as of December 31, 2023, June 30, 2023, and 2022, and changes during the periods then ended, is presented in the table below: Six Months Ended Year Ended June 30, 2023 2023 2022 Weighted Weighted Weighted Shares Average Shares Average Shares Average Under Exercise Under Exercise Under Exercise Options Price Options Price Options Price Outstanding, beginning of 100,000 $ 14.50 100,000 $ 14.50 100,000 $ 14.50 Granted — — — — — — Exercised — — — — — — Forfeited — — — — — — Cancelled — — — — — — Outstanding, end of year 100,000 $ 14.50 100,000 $ 14.50 100,000 $ 14.50 Aggregate intrinsic value $ 506,000 $ 1,133,000 $ 811,000 Exercisable, end of year 100,000 $ 14.50 100,000 $ 14.50 100,000 $ 14.50 Aggregate intrinsic value $ 506,000 $ 1,133,000 $ 811,000 Available for grant, end of 617,526 473,386 100,427 Weighted average fair value (1) $ — $ — $ — (1) There were no options granted during the six month period ended December 31, 2023 or fiscal years ended June 30, 2023 and 2022. Restricted Stock. Under the Equity Plans, the Compensation Committee of the Board of Directors of the Company (the “Compensation Committee”) shall determine to what extent, and under what conditions, the Participant shall have the right to vote shares of Stock Awards and to receive any dividends or other distributions paid on such shares during the restriction period. The terms and applicable voting and dividend rights are outlined in the individual restricted stock agreements. All restricted stock grants are expensed over the applicable vesting period based on the fair value at the date the stock is granted. The grant date fair value may differ from the fair value on the date the individual’s restricted stock actually vests. The total grant date fair value of the restricted stock granted in the six month period ended December 31, 2023 and fiscal years ended June 30, 2023 and June 30, 2022 was $ 0.2 million, $ 7.0 million and $ 3.5 million, respectively. On August 16, 2021, the Company granted 10,000 shares of common stock to a new employee. The restricted stock granted to the employee vests in equal installments over three years on the anniversary of the grant date. As of December 31, 2023 all 3,334 shares remain unvested. On November 11, 2021, the Company granted 123,500 restricted shares of common stock to its executives and non-executive directors. The restricted stock granted to the executives and non-executive directors vests between April 2022 and January 2024. As of December 31, 2023, 113,500 shares of such restricted stock granted remained unvested. On February 2, 2022, the Company also granted to four employees a total of 12,000 shares of restricted stock. As of December 31, 2023, 6,000 shares of such restricted stock remained unvested. In December 2022, the Company cancelled 167,500 shares of unvested restricted stock held by executives and the non-executive directors that were set to vest in January 2023. The Company also granted 209,375 restricted shares of common stock to its executives and non-executive directors. All of the restricted stock granted in December 2022 will vest in January 2025. As of December 31, 2023, there were 209,375 shares of such restricted stock that remained unvested. On February 7, 2023, the Company granted 90,500 restricted shares of common stock to its executives and non-executive directors. The restricted stock granted to the executives and non-executive directors vests in January 2025. As of December 31, 2023, all 90,500 shares of such restricted stock granted remained unvested. On August 18, 2023 and October 10, 2023, the Company granted a combined 10,819 restricted shares of common stock to new employees. The restricted stock granted to the employees vests in equal installments over three years on the anniversary of the grant date. As of December 31, 2023, all 10,819 shares of such restricted stock granted remained unvested. As of December 31, 2023, there were 433,528 shares of such restricted stock that remained unvested. A summary of the Company’s restricted stock as of December 31, 2023, June 30, 2023 and June 30, 2022 and the change during the periods then ended, is as follows: Weighted Number of Fair Value Shares Per Share Nonvested balance at June 30, 2021 401,333 $ 16.28 Granted 160,500 $ 21.73 Vested ( 245,499 ) $ 15.39 Nonvested balance at June 30, 2022 316,334 $ 19.73 Granted 299,875 $ 23.33 Forfeited/Cancelled ( 172,834 ) $ 18.68 Vested ( 13,999 ) $ 18.71 Nonvested balance at June 30, 2023 429,376 $ 22.70 Granted 10,819 $ 17.80 Forfeited/Cancelled — $ — Vested ( 6,667 ) $ 17.95 Nonvested balance at December 31, 2023 433,528 $ 22.70 As of December 31, 2023, the total compensation cost related to nonvested restricted share awards not yet recognized was $ 1,797,124 . The remaining costs are expected to be recognized over the remaining vesting period of the awards. |
Note 12 - Commitments and Conti
Note 12 - Commitments and Contingencies | 6 Months Ended |
Dec. 31, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 12. Commitments and Contingencies Tetlin Lease . The Tetlin Lease had an initial ten-year term beginning July 2008 which was extended for an additional ten years to July 15, 2028, and for so long thereafter as the Peak Gold JV initiates and continues to conduct mining operations on the Tetlin Lease. Pursuant to the terms of the Tetlin Lease, the Peak Gold JV is required to spend $ 350,000 per year until July 15, 2028 in exploration costs. The Company’s exploration expenditures through the 2023 exploration program have satisfied this requirement because exploration funds spent in any year in excess of $350,000 are credited toward future years’ exploration cost requirements. Additionally, should the Peak Gold JV derive revenues from the properties covered under the Tetlin Lease, the Peak Gold JV is required to pay the Tetlin Tribal Council a production royalty ranging from 3.0 % to 5.0 %, depending on the type of metal produced and the year of production. In lieu of a $450,000 cash payment to the Peak Gold JV from the Tetlin Tribal Council to increase its production royalty by 0.75%, the Peak Gold JV agreed to credit the $ 450,000 against future production royalty and advance minimum royalty payments due to the Tetlin Tribal Council under the lease once production begins. Until such time as production royalties begin, the Peak Gold JV must pay the Tetlin Tribal Council an advance minimum royalty of approximately $ 75,000 per year, and subsequent years are escalated by an inflation adjustment. Gold Exploration . The Company’s Triple Z, Eagle/Hona, Shamrock, Willow, and Lucky Shot claims are all located on State of Alaska lands. The Company released its Bush and West Fork claims in November 2020. The annual claim rentals on these projects vary based on the age of the claims, and are due and payable in full by November 30 of each year. Annual claims rentals for the 202 3- 202 4 assessment year totaled $ 362,465 . The Company paid the current year claim rentals in October 2023. The associated rental expense is amortized over the rental claim period, September 1 st - August 31 st of each year. As of December 31, 2023, the Peak Gold JV had met the annual labor requirements for the Manh Choh Project acreage for the next four years, which is the maximum period allowable by Alaska law. Lucky Shot Property . With regard to the Lucky Shot Property, the Company will be obligated to pay CRH Funding II PTE. LTD, a Singapore private limited corporation (“CRH”), additional consideration if production on the Lucky Shot Property meets two separate milestone payment thresholds. If the first threshold of (1) an aggregate “mineral resource” equal to 500,000 ounces of gold or (2) production and receipt by the Company of an aggregate of 30,000 ounces of gold (including any silver based on a 1:65 gold:silver ratio) is met, then the Company will pay CRH $ 5 million in cash and $ 3.75 million in newly issued shares of Contango common stock. If the second threshold of (1) an aggregate “mineral resource” equal to 1,000,000 ounces of gold or (2) production and receipt by the Company of an aggregate of 60,000 ounces of gold (including any silver based on a 1:65 gold:silver ratio) is met, then the Company will pay CRH $ 5 million in cash and $ 5 million in newly issued shares of Contango common stock. If payable, the additional share consideration will be issued based on the 30-day volume. Royal Gold Royalties . Royal Gold currently holds a 3.0 % overriding royalty on the Tetlin Lease and certain state mining claims. Royal Gold also holds a 28.0 % net smelter returns silver royalty on all silver produced from a defined area within the Tetlin Lease. Retention Agreements . In February 2019, the Company entered into Retention Agreements with its then Chief Executive Officer, Brad Juneau, its then Chief Financial Officer, Leah Gaines, and one other former employee providing for payments in an aggregate amount of $ 1,500,000 upon the occurrence of certain conditions. The Retention Agreements are triggered upon a change of control (as defined in the applicable Retention Agreement), provided that the recipient is employed by the Company when the change of control occurs. On February 6, 2020, the Company entered into amendments to the Retention Agreements to extend the term of the change of control period from August 6, 2020 until August 6, 2025. Mr. Juneau and Ms. Gaines will receive a payment of $ 1,000,000 and $ 250,000 , respectively, upon a change of control that takes place prior to August 6, 2025. On June 10, 2020, the Company entered into a Retention Payment Agreement with Rick Van Nieuwenhuyse, the Company’s President and Chief Executive Officer, providing for a payment in an amount of $ 350,000 upon the occurrence of certain conditions. The Retention Payment Agreement is triggered upon a change of control (as defined in the Retention Payment Agreement) which occurs on or prior to August 6, 2025, provided that Mr. Van Nieuwenhuyse is employed by the Company when the change of control occurs. On August 4, 2023, the Company entered into new retention agreements (the “2023 Retention Agreement”) with Leah Gaines and one other former employee, which replaced the previous retention agreements, for payments in an aggregate amount of $ 540,000 . The expenses related to the 2023 Retention Agreements were accrued for the period ended December 31, 2023 and were subsequently paid out in accordance with the terms of the agreements in 2024. Employment Agreement . Effective July 11, 2023, Michael Clark was appointed to serve as Executive Vice President, Finance of Contango ORE, Inc., a Delaware corporation (the “Company”). On January 1, 2024, Mr. Clark was appointed as Chief Financial Officer and Secretary of the Company. Mr. Clark will perform the functions of the Company’s principal financial officer. Pursuant to his Employment Agreement, Mr. Clark receives a base salary of $ 300,000 per annum. Mr. Clark is entitled to receive short-term incentive plan and long-term incentive plan bonuses and awards that will be paid in the form of a combination of cash, restricted stock and options, which will be set forth in plans and agreements adopted, or to be adopted, by the Board. He will also receive 12 months of his regular base salary, all bonus amounts paid in the 12 months preceding the termination, and reimbursement for continued group health insurance coverage for 12 months following the termination or the date he becomes eligible for alternative coverage through subsequent employment as severance benefits in the event that his employment with the Company is terminated by the Company other than for just cause or he resigns due to a material, uncured breach of the Employment Agreement by the Company. He is also entitled to enhanced severance benefits if he terminates his employment within 30 days following a change of control. Any payment of severance benefits to him under the Employment Agreement is conditioned on his timely agreement to, and non-revocation of, a full and final release of legal claims in favor of the Company. Short Term Incentive Plan . The Compensation Committee of the Board of Directors of the Company (the “Compensation Committee”) adopted a Short-Term Incentive Plan (the “STIP”) for the benefit of its executive officers. Pursuant to the terms of the STIP, the Compensation Committee establishes performance goals at the beginning of each year and then an the end of the year will evaluate the extent to which, if any, the officers meet such goals. The STIP provides for a payout ranging between 0 % and 200 % of an officer’s annual base salary, depending on what performance rating is achieved. Amounts due under the STIP can be payable 50.0 % in cash and 50.0 % in the form of restricted stock granted under the 2023 Plan, subject to the terms of the 2023 Plan. In addition, in the event of a Change of Control (as defined in the Equity Plan) during the term of the STIP, the Compensation Committee, in its sole and absolute discretion, may make a payment to its officers in an amount up to 200.0 % of their then annual base salary, payable in cash, shares of common stock of the Company under the 2023 Plan or a combination of both, as determined by the Compensation Committee, not later than 30 days following such Change of Control. |
Note 13 - Income Taxes
Note 13 - Income Taxes | 6 Months Ended |
Dec. 31, 2023 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | 13. Income Taxes Six Months Fiscal Year Ended June 30, 2023 2023 2022 Income tax benefit at statutory tax rate $ ( 8,560,924 ) $ ( 8,345,673 ) $ ( 4,961,540 ) State tax benefit 1,159,273 ( 3,225,218 ) ( 1,544,567 ) Return to provision ( 20,354 ) — ( 38 ) Effect of rates different than statutory ( 19,957 ) — — Permanent differences ( 5,119 ) 19,916 12,937 Stock based compensation — ( 527,765 ) 100,666 Legal fees — 24,167 131,311 Convertible debt interest 198,825 368,875 66,463 162(m) Limitation — 373,763 84,822 Other valuation allowance 7,248,256 11,311,935 5,990,215 Income tax benefit $ — $ — $ ( 119,731 ) The provision for income taxes for the periods indicated below are comprised of the following: Six Months Fiscal Year Ended June 30, 2023 2023 2022 Current: Federal $ — $ — $ ( 261,636 ) State — — 141,905 Total current income tax benefit $ — $ — $ ( 119,731 ) Deferred: Federal $ — $ — $ — State — — — Total deferred income tax expense $ — $ — $ — The net deferred tax asset is comprised of the following: Six Months Year Ended June 30, 2023 2023 2022 Deferred tax asset: Investment in the Peak Gold JV $ 15,587,054 $ 14,203,470 $ 8,278,223 State deferred tax assets 5,569,010 6,728,285 3,503,066 Stock option expenses 1,374,914 1,106,783 1,425,498 Derivatives 4,917,734 — — Net operating losses 6,865,323 5,027,243 2,547,058 Valuation allowance ( 34,314,035 ) ( 27,065,781 ) ( 15,753,845 ) Net deferred tax assets $ — $ — $ — At each reporting period, we weigh all positive and negative evidence to determine whether our deferred tax assets are more likely than not to be realized. As a result of this analysis at December 31, 2023 and June 30, 2023, we have determined a valuation allowance is necessary as we have a history of book and tax losses. We have not generated any revenue from mineral sales or operations and do not have any recurring sources of revenue. During the six month period ended December 31, 2023, the Company had a change in its valuation allowance of approximately $ 7.2 million. At December 31, 2023, we have U.S. federal tax loss carry-forwards of approximately $ 32.3 million, and state of Alaska tax loss carry-forwards of approximately $ 25.7 million. Use of future NOLs may be limited if we undergo an ownership change. Generally, an ownership change occurs if certain persons or groups, increase their aggregate ownership in us by more than 50 percentage points looking back over a rolling three-year period. If an ownership change occurs, our ability to use our NOLs to reduce income taxes is limited to an annual amount, or the Section 382 limitation, equal to the fair market value of our common stock immediately prior to the ownership change multiplied by the long term tax-exempt interest rate, which is published monthly by the Internal Revenue Service. In the event of an ownership change, NOLs can be used to offset taxable income for years within a carry-forward period subject to the Section 382 limitation. The Company performed an evaluation as of December 31, 2023. From the period June 2023 to December 2023 and from June 30, 2022 to June 30, 2023 there were no ownership changes under the meaning of Section 382. The Company experienced an ownership change on March 22, 2013. Based upon the Company’s determination of its annual limitation related to this ownership change, management believes that Section 382 should not otherwise limit the Company’s ability to utilize its federal or state NOLs during their applicable carryforward periods. The Company did no t have any unrecognized tax benefits as of December 31, 2023. The amount of unrecognized tax benefits may change in the next twelve months; however the Company does not expect the change to have a significant impact on our results of operations or our financial position. The Company’s tax returns are subject to periodic audits by the various jurisdictions in which the Company operates. The Company's state of Alaska and federal tax return are both open for examination for the years June 30, 2013 through June 30, 2023 and December 31, 2023. These audits can result in adjustments of taxes due or adjustments of the NOL carryforwards that are available to offset future taxable income. The Company’s policy is to recognize estimated interest and penalties related to potential underpayment on any unrecognized tax benefits as a component of income tax expense in the Consolidated Statement of Operations. The Company does not anticipate that the total unrecognized benefits will significantly change due to the settlement of audits and the expiration of the statute of limitations before December 31, 2023. On August 16, 2022, the Inflation Reduction Act (the “IRA”) was signed into law and includes a number of tax-related provisions, including (i) a 15-percent book minimum tax (“AMT”) on adjusted financial statement income once the three year average of adjusted financial statement income is greater than $1.0 billion, (ii) certain clean energy tax incentives in the form of tax credits, and (iii) a one-percent excise tax on certain corporate stock buybacks (effective beginning January 1, 2023). The Company does not anticipate that the IRA will have a significant impact on the Company’s financial position or results of operations. |
Note 14 - Related Party Transac
Note 14 - Related Party Transactions | 6 Months Ended |
Dec. 31, 2023 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | 14. Related Party Transactions Mr. Brad Juneau, who served as the Company’s Chairman, President and Chief Executive Officer until January 6, 2020, and the Company’s Executive Chairman until November 11, 2021 , and now serves as the Company's Chairman is also the sole manager of Juneau Exploration, L.P. (“JEX”), a private company involved in the exploration and production of oil and natural gas. On December 11, 2020, the Company entered into a Second Amended and Restated Management Services Agreement (the “A&R MSA”) with JEX, which amends and restates the Amended and Restated Management Services Agreement between the Company and JEX dated as of November 20, 2019. Pursuant to the A&R MSA, JEX provides certain facilities, equipment and services used in the conduct of the business and affairs of the Company and management of its membership interest in the Peak Gold JV. Pursuant to the A&R MSA, JEX provides the Company office space and office equipment, and certain related services. The A&R MSA was effective for one year beginning December 1, 2020 and renewed automatically on a monthly basis unless terminated upon ninety days’ prior notice by either the Company or JEX. Pursuant to the A&R MSA, the Company paid JEX a monthly fee of $ 10,000 , which included an allocation of approximately $ 6,900 for office space and equipment. JEX was also reimbursed for its reasonable and necessary costs and expenses of third parties incurred for the Company. The A&R MSA included customary indemnification provisions. In January 2023, the monthly fee paid to JEX was reduced to $ 3,000 , and only covers office equipment and related services. In January 2024, the A&R MSA was $ 3,000 and is expected to terminate on March 31, 2024. On January 1, 2022, our non-executive directors realized a vesting of 160,000 restricted shares of common stock, which resulted in federal and state income tax obligations. Consistent with the Company’s treatment of employees who experience similar tax obligations in connection with their vesting of restricted shares, the Company purchased a total of 60,100 shares of common stock from the non-executive directors on January 5, 2022, at a price of $ 25.60 per share (the applicable closing price per share of common stock for vesting on January 1, 2022), resulting in aggregate payments of $ 1.5 million that will be used by the non-executive directors to pay their tax obligations on the vested shares. |
Note 15 - Debt
Note 15 - Debt | 6 Months Ended |
Dec. 31, 2023 | |
Debt Disclosure [Abstract] | |
Debt | 15. Debt The table below shows the components of Debt, net as of December 31, 2023, June 30, 2023 and June 30, 2022: Six Months Ended December 31, Fiscal Year Ended June 30, 2023 2023 2022 Secured Debt Facility Principal amount $ 30,000,000 $ 10,000,000 $ — Unamortized debt discount ( 2,411,532 ) ( 2,342,484 ) — Unamortized debt issuance costs ( 2,394,168 ) ( 1,628,012 ) — Debt, net $ 25,194,300 $ 6,029,504 $ — Convertible Debenture Principal amount $ 20,000,000 $ 20,000,000 $ 20,000,000 Unamortized debt discount ( 414,854 ) ( 461,639 ) ( 602,430 ) Unamortized debt issuance costs ( 99,587 ) ( 110,818 ) ( 157,610 ) Debt, net $ 19,485,559 $ 19,427,543 $ 19,239,960 Total Debt, net $ 44,679,859 $ 25,457,047 $ 19,239,960 Less current portion $ 7,900,000 $ — $ — Non-current debt, net $ 36,779,859 $ 25,457,047 $ 19,239,960 Secured Credit Facility On May 17, 2023, the Company entered into a credit and guarantee agreement (the “Credit Agreement”), by and among CORE Alaska, as the borrower, each of the Company, LSA, and Contango Minerals Alaska, as guarantors, each of the lenders party thereto from time to time, ING Capital LLC (“ING”), as administrative agent for the lenders, and Macquarie Bank Limited (“Macquarie”), as collateral agent for the secured parties. The Credit Agreement provides for a senior secured loan facility (the “Facility”) of up to US$ 70 million, of which $ 65 million is committed in the form of a term loan facility and $ 5 million is uncommitted in the form of a liquidity facility. The Credit Agreement will mature on December 31, 2026 (the “Maturity Date”) and will be repaid via quarterly repayments over the life of the loan. The Facility has an upfront fee and a production linked arrangement fee based upon the projected total production of gold ounces in the base case financial model delivered on the closing date, payable quarterly based on attributable production, with any balance due upon the maturity or termination of the Credit Agreement. The Credit Agreement is secured by all the assets and properties of the Company and its subsidiaries, including the Company’s 30 % interest in Peak Gold, LLC, but excluding the Company’s equity interests of LSA in respect of the Lucky Shot mine. As a condition precedent to the second borrowing, the Company was required to hedge approximately 125,000 ounces of its attributable gold production from Manh Choh. On August 2, 2023, CORE Alaska entered into a series of hedging agreements with ING and Macquarie for the sale of an aggregate of 124,600 ounces of gold at a weighted average price of $ 2,025 per ounce, which satisfied the condition of the second borrowing. The hedge agreements have delivery obligations beginning in July 2024 and ending in December 2026. See Note 16 - Derivatives and Hedging Activities. Term loans, which can be made quarterly are to be used only to finance cash calls to the Peak Gold JV, fund the debt service reserve account, pay corporate costs in accordance with budget and base case financial model and fees and expenses in connection with the loan. Liquidity loans, which can be made once a month, are to be used for cost overruns. Any outstanding liquidity loans must be repaid on July 31, 2025. Loans under the Facility can be Base Rate loans at the Base Rate plus the Applicable Margin or Secured Overnight Financing Rate (“SOFR”) loans at the three month adjusted term SOFR plus the Applicable Margin. The type of loan is requested by the borrower at the time of the borrowing and the type loan may be converted. The “Base Rate” is the highest of Prime Rate, Federal Funds Rate plus 0 .50 % or Adjusted Term SOFR for one month plus 1 %. “Adjusted Term SOFR” is Term SOFR plus a SOFR Adjustment of 0 .15 % per annum. “Term SOFR” is the secured overnight financing rate as administered by the Term SOFR Administrator. The “Applicable Margin” is (i) 6.00 % per annum prior to the completion date for the Manh Choh Project and (ii) 5.00 % per annum thereafter, which will be payable quarterly. Interest is payable commencing on the date of each loan and ending on the next payment date. The interest payment dates prior to November 1, 2025 are the last day of July, October, January and April; thereafter the payment dates are the last day of March, June, September and December. The Company also will pay commitment fee on average daily unused borrowings equal to a rate of 40 % of the Applicable Margin. The commitment fee is payable in arrears on each interest payment date with the final on the commitment termination date, which is 18 months after the closing date of May 17, 2023. As of December 31, 2023, the Company had unused borrowing commitments of $ 35 million. Borrowings under the term loan facility carried an original issue discount of $ 2.3 million and debt issuance costs of approximately $ 1.6 million. As of December 31, 2023, the unamortized discount and issuance costs were $ 2.4 million and $ 2.4 million, respectively and the carrying amount, net of the unamortized discount and issuance costs was $ 25.2 million. As of June 30, 2023, the unamortized discount and issuance costs were $ 2.3 million and $ 1.6 million, respectively and the carrying amount, net of the unamortized discount and issuance costs was $ 6.0 million. The fair value of the debt (Level 2) as of December 31, 2023 and June 30, 2023 was $ 30.0 million and $ 10.0 million, respectively. The Company recognized interest expense totaling $ 1.4 million related to this debt for the six months ended December 31, 2023 (inclusive of approximately $ 1.1 million of contractual interest, and approximately $ 0.3 million related to the amortization of the discount and issuance fees). For fiscal year ended June 30, 2023, the Company recognized interest expense totaling $ 0.2 million related to this debt (inclusive of $ 145,000 of contractual interest and approximately $ 17,000 related to the amortization of the discount and issuance fees).There was no interest expense related to the Facility for the fiscal year ended June 30, 2022 because the Facility was not yet in place. The effective interest rate of the term loan facility was 11.58 % as of December 31, 2023 and 11.75 % as of June 30, 2023. As of December 31, 2023 and June 30, 2023, the effective interest rate for the amortization of the discount and issuance costs was 5.6 % and 2.4 %, respectively. The Credit Agreement contains representations and warranties and affirmative and negative covenants customary for credit facilities of this type, including limitations on the Company and its subsidiaries with respect to indebtedness, liens, mergers, consolidations, liquidations and dissolutions, sales of all or substantially all assets, transactions with affiliates and entry into hedging arrangements. The Credit Agreement also requires the Company to maintain, as of the last day of each fiscal quarter, (i) a historical debt service coverage ratio of no less than 1.30 to 1.00, (ii) a projected debt service coverage ratio until the Maturity Date of no less than 1.30 to 1.00; (iii) a loan life coverage ratio until the Maturity Date of no less than 1.40 to 1.00; (iv) a discounted present value cash flow coverage ratio until the Manh Choh gold project termination date of no less than 1.70 to 1.00; and (v) a reserve tail (i.e., gold production) ratio until the Maturity Date of no less than 25 %. The Credit Agreement also includes customary events of default, including failure to pay principal, interest or fees when due, failure to comply with covenants, any representation or warranty made by the Company or any of its material subsidiaries being false in any material respect, default under certain other material indebtedness, certain insolvency or receivership events affecting the Company or any of its material subsidiaries, certain ERISA events, material judgments and a change in control, in each case, subject to cure periods and thresholds where customary. The Company is also required to maintain a minimum cash balance of $ 2 million. As of December 31, 2023, the Company was in compliance with all of the required debt covenants. The Company drew $ 30 million on the term loan facility as at period ended December 31, 2023. The Company is scheduled to repay $ 2 million of the amount drawn on July 31, 2024, $ 5.9 million on October 31, 2024 and the remaining $ 22.1 million will be divided into quarterly repayments until December 31, 2026. Future draws on the term loan facility are subject to certain additional conditions being met. The Company entered into amendments to the Credit Agreement extending the time for the Company to satisfy the remaining conditions to a second borrowing on the term loan facility, and satisfied such conditions as of the date of this filing. In connection with entering into the Credit Agreement, the Company entered into a mandate lender arrangement fee letter (the “MLA Fee Letter”) with ING and Macquarie (collectively, the “Mandated Parties”) and a production linked arrangement fee letter (the “PLA Fee Letter”) with ING. Pursuant to the MLA Fee Letter, the Company paid the Mandated Parties on the date of the initial disbursement at the initial closing an upfront fee, calculated based on the principal amount of the Facility. Additionally, the Company paid the Mandated Parties an initial disbursement upfront fee, calculated based on the initial disbursement of $ 10 million. Pursuant to the PLA Fee Letter, the Company will pay ING a production linked arranging fee based on projected total production over the life of the Facility, as well as an agency fee for consideration of acting as administrative agent and collateral agent. Convertible Debenture On April 26, 2022 , the Company closed on a $ 20,000,000 unsecured convertible debenture to Queen’s Road Capital Investment, Ltd. (“QRC”). The Company used the proceeds from the sale of the debenture to fund commitments to the Peak Gold JV, the exploration and development at its Lucky Shot Property, and for general corporate purposes. In connection with the closing of the Credit Agreement, the Company entered into a letter agreement with QRC (the "Letter Agreement") which amended the terms of the convertible debenture. In accordance with the Letter Agreement, QRC acknowledged that the convertible debenture would be subordinate to the loans under the Credit Agreement, and acknowledged that the Company entering into the loans under the Credit Agreement would not constitute a breach of the negative covenants of the convertible debenture. QRC also waived its put right in respect of the debenture that would require Contango to redeem the debenture in whole or in part upon the completion of a secured financing or a change of control. In consideration for QRC entering into the Letter Agreement, the Company agreed to amend the interest rate of the debenture from 8 % to 9 %. In accordance with the Letter Agreement the interest payment dates were modified to be the last business day of July, October, January, and April, prior to November 1, 2025 and the thereafter the last business day of March, June, September, and December. The maturity date also changed from April 26, 2026 to May 26, 2028. The debenture currently bears interest at 9 % per annum, payable quarterly, with 7 % paid in cash and 2 % paid in shares of common stock issued at the market price at the time of payment based on a 20-day volumetric weighted average price (“VWAP”). The debenture is unsecured. The holder may convert the debenture into common stock at any time at a conversion price of $ 30.50 per share (equivalent to 655,738 shares), subject to adjustment. The Company may redeem the debenture after the third anniversary of issuance at 105 % of par, provided that the market price (based on a 20-day VWAP) of the Company's common stock is at least 130 % of the conversion price. In connection with the issuance of the debenture, the Company agreed to pay an establishment fee of 3 % of the debenture face amount. In accordance with the investment agreement, QRC elected to receive the establishment fee in shares of common stock valued at $ 24.82 per share, for a total of 24,174 shares. The establishment fee shares were issued to QRC pursuant to an exemption from registration under Regulation S. QRC entered into an investor rights agreement with the Company in connection with the issuance of the debenture. The investor rights agreement contains provisions that require QRC and its affiliates, while they own 5 % or more of our outstanding common stock, to standstill, not to participate in any unsolicited or hostile takeover of the Company, not to tender its shares of common stock unless the Company’s board recommends such tender, to vote its shares of common stock in the manner recommended by the Company’s board to its stockholders, and not to transfer its shares of common stock representing more than 0.5 % of outstanding shares without notifying the Company in advance, whereupon the Company will have a right to purchase those shares. The debt carried an original issue discount of $ 0.6 million and debt issuance costs of approximately $ 0.2 million. As of December 31, 2023, June 30, 2023 and June 30, 2022, the unamortized discount and issuance costs were $ 0.5 million, $ 0.6 million and $ 0.8 million, respectively. The carrying amount of the debt at December 31, 2023, June 30, 2023 and June 30, 2022, net of the unamortized discount and issuance costs was $ 19.5 million, $ 19.4 million and $ 19.2 million, respectively. The fair value of the debenture (Level 2) as of December 31, 2023, June 30, 2023 and June 30, 2022 was $ 20.0 million, for all periods. The company recognized interest expense totali ng $ 1.0 million related to this debt for the six month period ended December 31, 2023 (inclusive of approximately $ 0.9 million of contractual interest, and approximately $ 0.1 million related to the amortization of the discount and issuance fees). The Company recognized interest expense totaling $ 1.8 million related to this debt for the fiscal year ended June 30, 2023 (inclusive of approximately $ 1.6 million of contractual interest, and approximately $ 0.2 million related to the amortization of the discount and issuance fees). The Company recognized interest expense totaling $ 0.3 million related to this debt for the fiscal year ended June 30, 2022 (inclusive of approximately $ 0.3 million of contractual interest, and approximately $ 35 thousand related to the amortization of the discount and issuance fees). The effective interest rate of the debenture is the same as the stated interest rate, 9.0 % . The effective interest rate for the amortization of the discount and issuance costs as of December 31, 2023, June 30, 2023 and June 30, 2022 was 0.6 %, 0.6 % and 1.0 % respectively. The Company reviewed the provisions of the debt agreement to determine if the agreement included any embedded features. The Company concluded that the change of control provisions within the debt agreement met the characteristics of a derivative and required bifurcation and separate accounting. The fair value of the identified derivative was determined to be de minim is at December 31, 2023, June 30, 2023, and June 30, 2022 as the probability of a change of control was negligible as of those dates. For each subsequent reporting period, the Company will evaluate each potential derivative feature to conclude whether or not they qualify for derivative accounting. Any derivatives identified will be recorded at the applicable fair value as of the end of each reporting period. |
Note 16 - Derivatives and Hedgi
Note 16 - Derivatives and Hedging Activities | 6 Months Ended |
Dec. 31, 2023 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Derivatives and Hedging Activities | 16. Derivatives and Hedging Activities On August 2, 2023, CORE Alaska, a subsidiary of the Company, pursuant to an ISDA Master Agreement entered into with ING Capital Markets LLC (the “ING ISDA Master Agreement”) and an ISDA Master Agreement entered into with Macquarie Bank Limited (the “Macquarie ISDA Master Agreement”), in accordance with its obligations under that certain Credit and Guarantee Agreement, by and among the Company, its subsidiaries, ING Capital LLC and Macquarie Bank Limited, entered into a series of hedging agreements with ING Capital LLC and Macquarie Bank Limited for the sale of an aggregate of 124,600 ounces of gold at a weighted average price of $ 2,025 per ounce. The hedge agreements have delivery obligations beginning in July 2024 and ending in December 2026, and represent approximately 45 % of the Company’s interest in the projected production from the Manh Choh mine over the current anticipated life of the mine. Risk Management Objective of Using Derivatives The Company is exposed to certain risks arising from both its business operations and economic conditions. The Company principally manages its exposures to a wide variety of business and operational risks through management of its core business activities. The Company manages economic risks, including interest rate, liquidity, and credit risk primarily by managing the amount, sources, and duration of its assets and liabilities and the use of derivative financial instruments. Specifically, the Company enters into derivative financial instruments to manage exposures that arise from business activities that result in the receipt or payment of future known and uncertain cash amounts, the value of which are determined by gold future pricing. The Company’s derivative financial instruments are used to manage differences in the amount, timing, and duration of the Company’s known or expected cash receipts and its known or expected cash payments principally related to the Company’s investments. Non-designated Hedges Derivatives not designated as hedges are not speculative and are used to manage the Company’s exposure to gold movements and the Company has elected not to apply hedge accounting. Changes in the fair value of derivatives not designated in hedging relationships are recorded directly in earnings. As of December 31, 2023, the Company had the following outstanding derivatives that were not designated as hedges in qualifying hedging relationships: Period Commodity Volume Weighted Average Price ($/oz) 2024 Gold 21,100 $ 2,025.17 2025 Gold 62,400 $ 2,025.17 2026 Gold 41,100 $ 2,025.17 Fair Values of Derivative Instruments on the Balance Sheet The table below presents the fair value of the Company’s derivative financial instruments as well as their classification on the Consolidated Balance Sheets as of December 31, 2023, June 30, 2023 and June 30, 2022. Six Months Ended Year Ended June 30, 2023 2023 2022 Derivatives not Gross Net Gross Net Gross Net designated as Recognized Gross Recognized Recognized Gross Recognized Recognized Gross Recognized hedging Balance Sheet Assets / Amounts Assets / Assets / Amounts Assets / Assets / Amounts Assets / instruments Location Liabilities Offset Liabilities Liabilities Offset Liabilities Liabilities Offset Liabilities Commodity Contracts Derivative contract asset - current — — - — — — — — — Commodity Contracts Derivative contract liability - current ( 2,679,784 ) — ( 2,679,784 ) — — — — — — Commodity Contracts Derivative contract asset - noncurrent — — - — — — — — — Commodity Contracts Derivative contract liability - noncurrent ( 20,737,997 ) — ( 20,737,997 ) — — — — — — As of December 31, 2023, the fair value of derivatives in a net liability position, which excludes any adjustment for nonperformance risk, related to these agreements was $ 23,417,781 . As of December 31, 2023, the Company has not posted any collateral related to these agreements. If the Company had breached any of these provisions as of December 31, 2023, it could have been required to settle its obligations under the agreements at their termination value of $ 23,417,781 . Effect of Derivatives Not Designated as Hedging Instruments on the Income Statement The table below presents the effect of the Company’s derivative financial instruments that are not designated as hedging instruments on the Consolidated Statement of Operations for the six months ended December 31, 2023 and fiscal years ended June 30, 2023 and June 30, 2022. Six Months Ended December 31, Fiscal Year Ended June 30, 2023 2023 2022 Amount of Gain or (Loss) Amount of Gain or (Loss) Amount of Gain or (Loss) Derivatives Not Designated as Hedging Location of Unrealized Gain or (Loss) Recognized in Income Statement on Recognized in Income Statement on Recognized in Income Statement on Instruments under Subtopic 815-20 Recognized in Income on Derivative Derivative Derivative Derivative Commodity Contracts Unrealized loss on derivative contracts $ ( 23,417,781 ) $ — $ — Total $ ( 23,417,781 ) $ — $ — Credit-risk-related Contingent Features Cross Default. The Company has agreements with each of its derivative counterparties that contain a provision where if the Company defaults on any of its indebtedness, including default where repayment of the indebtedness has not been accelerated by the lender, then the Company could also be declared in default on its derivative obligations. Material adverse change. Certain of the Company's agreements with its derivative counterparties contain provisions where if a specified event or condition occurs that materially changes the Company's creditworthiness in an adverse manner, the Company may be required to fully collateralize its obligations under the derivative instrument. Incorporation of loan covenants. The Company has an agreement with a derivative counterparty that incorporates the loan covenant provisions of the Company's indebtedness with a lender affiliate of the derivative counterparty. Failure to comply with the loan covenant provisions would result in the Company being in default on any derivative instrument obligations covered by the agreement. |
Note 17 - General and Administr
Note 17 - General and Administrative Expenses | 6 Months Ended |
Dec. 31, 2023 | |
General and Administrative Expense [Abstract] | |
General and Administrative Expenses | 17. General and Administrative Expenses The following table presents the Company's general and administrative expenses for six month period ended December 31, 2023 and fiscal years ended June 30, 2023 and June 30, 2022. Six Months Year Ended June 30, 2023 2023 2022 General and administrative expenses: Marketing and investor relations $ 83,784 $ 269,887 $ 378,720 Office and administrative costs 176,656 404,494 369,988 Insurance 661,152 513,471 672,474 Professional fees 819,398 1,771,764 1,297,987 Regulatory fees 302,601 365,784 402,299 Salaries and benefits 1,796,157 1,925,504 2,515,050 Retention and severance expenses 785,751 — — Share-based compensation 1,622,566 2,931,288 3,993,660 Travel 162,345 182,685 148,700 Director fees 342,500 726,250 557,500 Total $ 6,752,910 $ 9,091,127 $ 10,336,378 |
Note 18 - Transition Period Com
Note 18 - Transition Period Comparative Data | 6 Months Ended |
Dec. 31, 2023 | |
Transition Period Comparative Data [Abstract] | |
Transition Period Comparative Data | 18. Transition Period Comparative Data The following tables presents certain comparative financial information for the six months ended December 31, 2023 and 2022. Six Months Ended December 31, 2023 December 31, 2022 (unaudited) EXPENSES: Claim rental expense $ ( 255,121 ) $ ( 273,376 ) Exploration expense ( 1,815,822 ) ( 6,616,483 ) Depreciation expense ( 52,620 ) ( 68,428 ) Accretion expense ( 6,284 ) ( 5,974 ) General and administrative expense ( 6,752,910 ) ( 4,600,164 ) Total expenses ( 8,882,757 ) ( 11,564,425 ) OTHER INCOME/(EXPENSE): Interest income 68,662 16,344 Interest expense ( 2,358,920 ) ( 896,177 ) Loss from equity investment in Peak Gold, LLC (NOTE 10) ( 6,315,595 ) ( 9,310,000 ) Unrealized gain/(loss) on derivative contracts ( 23,417,781 ) — Other income 140,083 15,656 Insurance recoveries — 338,301 Total other expense ( 31,883,551 ) ( 9,835,876 ) LOSS BEFORE INCOME TAXES ( 40,766,308 ) ( 21,400,301 ) NET LOSS $ ( 40,766,308 ) $ ( 21,400,301 ) NET LOSS PER SHARE Basic and diluted $ ( 4.44 ) $ ( 3.15 ) WEIGHTED AVERAGE COMMON SHARES OUTSTANDING Basic and diluted 9,180,032 6,787,864 Six Months Ended December 31, 2023 December 31, 2022 (unaudited) CASH FLOWS FROM OPERATING ACTIVITIES: Net loss $ ( 40,766,308 ) $ ( 21,400,301 ) Adjustments to reconcile net loss to net cash used in operating activities: Stock-based compensation 1,622,566 1,598,421 Depreciation expense 52,620 68,428 Accretion expense 6,284 5,974 Interest expense paid in stock 166,641 — Change in the fair value of contingent consideration ( 140,083 ) Amortization of debt discount and issuance costs 398,418 335,047 Loss from equity investment in Peak Gold, LLC 6,315,595 9,310,000 Loss from derivative contracts 23,417,781 — Changes in operating assets and liabilities: Decrease in prepaid expenses and other ( 699,003 ) ( 363,243 ) Increase (decrease) in accounts payable and other accrued liabilities 193,200 ( 100,043 ) Net cash used in operating activities ( 9,432,289 ) ( 10,545,717 ) CASH FLOWS FROM INVESTING ACTIVITIES: Cash invested in Peak Gold, LLC ( 34,380,000 ) ( 9,310,000 ) Acquisition of property & equipment ( 7,329 ) — Net cash used in investing activities ( 34,387,329 ) ( 9,310,000 ) CASH FLOWS FROM FINANCING ACTIVITIES: Cash paid for shares withheld from employees for payroll tax withholding ( 48,308 ) ( 86,932 ) Cash proceeds from debt 20,000,000 — Debt issuance costs ( 1,526,179 ) 14,202 Cash proceeds from capital raises, net 29,254,302 5,598,500 Net cash provided by financing activities 47,679,815 5,525,770 NET DECREASE IN CASH AND RESTRICTED CASH 3,860,197 ( 14,329,947 ) CASH AND RESTRICTED CASH, BEGINNING OF PERIOD 11,877,194 23,326,101 CASH AND RESTRICTED CASH, END OF PERIOD $ 15,737,391 $ 8,996,154 Supplemental disclosure of cash flow information Cash paid for: Interest expense $ 1,218,499 $ 716,687 |
Significant Accounting Policies
Significant Accounting Policies (Policies) | 6 Months Ended |
Dec. 31, 2023 | |
Accounting Policies [Abstract] | |
Cash and Cash Equivalents, Policy [Policy Text Block] | Cash . Cash consists of all cash balances and highly liquid investments with an original maturity of three months or less. All cash is held in cash deposit accounts as of December 31, 2023, June 30, 2023 and June 30, 2022. At December 31, 2023, June 30, 2023 and June 30, 2022 the Company had $ 0.2 million of restricted cash which is held as collateral for its bank-issued Company credit cards. |
Use of Estimates, Policy [Policy Text Block] | Management Estimates . The preparation of consolidated financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Other items subject to estimates and assumptions include, but are not limited to, the carrying amounts of property and equipment, asset retirement obligations, valuation of contingent consideration, valuation allowances for deferred income tax assets and valuation of derivative instruments. Management evaluates estimates and assumptions on an ongoing basis using historical experience and other factors, including the current economic and commodity price environment. |
Share-Based Payment Arrangement [Policy Text Block] | Stock-Based Compensation . The Company applies the fair value method of accounting for stock-based compensation. Under this method, compensation cost is measured at the grant date based on the fair value of the award and is recognized over the award vesting period. The Company classifies the benefits of tax deductions in excess of the compensation cost recognized for the options (excess tax benefit) as financing cash flows. The fair value of each option award is estimated as of the date of grant using the Black-Scholes option-pricing model. The fair value of each restricted stock award is equal to the Company’s stock price on the date the award is granted. |
Income Tax, Policy [Policy Text Block] | Income Taxes . The Company follows the liability method of accounting for income taxes under which deferred tax assets and liabilities are recognized for the future tax consequences of (i) temporary differences between the tax basis of assets and liabilities and their reported amounts in the consolidated financial statements and (ii) operating loss and tax credit carry-forwards for tax purposes. Deferred tax assets are reduced by a valuation allowance when, based upon management’s estimates, it is more likely than not that a portion of the deferred tax assets will not be realized in a future period. |
Equity Method Investments [Policy Text Block] | Investment in the Peak Gold JV. The Company’s consolidated financial statements include the investment in the Peak Gold JV, which is accounted for under the equity method. The Company held a 30.0 % membership interest in the Peak Gold JV on December 31, 2023 and designated one of the three members of the JV Management Committee. The Company initially recorded its investment at the historical cost of the assets contributed to the Peak Gold JV, which was approximately $ 1.4 million. The cumulative contributions and historical cost of the assets exceeded the cumulative losses of the Peak Gold JV as of December 31, 2023; therefore, the Company recorded an investment in the Peak Gold JV of $ 28,064,406 . For the fiscal years ended June 30, 2023 and June 30, 2022, the Company's share of the Peak Gold JV's inception-to-date cumulative loss of $ 44.8 million and $ 42.0 million respectively, exceeded the sum of the historical book value of the Company's initial investment in the Peak Gold JV of $ 1.4 million and subsequent contribution of $ 39.1 million. Therefore, the investment in the Peak Gold JV had a zero balance as of June 30, 2023 and June 30, 2022. If the portion of the cumulative loss exceeds the Company’s investment it will be suspended and recognized against earnings, if any, from the investment in the Peak Gold JV in future periods. |
Property, Plant and Equipment, Policy [Policy Text Block] | Property & Equipment. Property and equipment are stated at cost less accumulated depreciation. Depreciation and amortization are computed for assets placed in service using the straight‐line method over the estimated useful life of the asset. When assets are retired or sold, the costs and related allowances for depreciation and amortization are eliminated from the accounts, and any resulting gain or loss is reflected in operations. The Company reviews long‐lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to future net cash flows expected to be generated by the asset. If an asset is considered to be impaired, the loss recognized is measured by the amount by which the carrying amount of the asset exceeds the fair value of the asset. The Company recorded an impairment charge of $ 7,111 and $ 92,777 for the years ended June 30, 2023 and 2022, respectively. There was no impairment charge for the period ended December 31, 2023. The June 30, 2023 impairment related to equipment determined to be obsolete. The June 30, 2022 impairment expense related to an avalanche that occurred at the Lucky Shot Property in February 2022. The avalanche destroyed various vehicles and equipment at the site. The $ 92,777 in impairment represents the remaining book value associated with the property that was destroyed, net of insurance recoveries to date, and other necessary write-offs. Significant payments related to the acquisition of mineral properties, mining rights, and mineral leases are capitalized. If a commercially mineable ore body is discovered, such costs are amortized when production begins using the units‐of‐production method based on estimated reserves. If no commercially mineable ore body is discovered, or such rights are otherwise determined to have no value, such costs are expensed in the period in which it is determined the property has no future economic value. |
Fair Value Measurement, Policy [Policy Text Block] | Fair Value Measurement . Accounting guidelines for measuring fair value establish a three-level valuation hierarchy for disclosure of fair value measurements. The valuation hierarchy categorizes assets and liabilities measured at fair value into one of three different levels depending on the observability of the inputs employed in the measurement. The three levels are defined as follows: Level 1 – Observable inputs such as quoted prices in active markets at the measurement date for identical, unrestricted assets or liabilities. Level 2 – Other inputs that are observable directly or indirectly, such as quoted prices in markets that are not active or inputs, which are observable, either directly or indirectly, for substantially the full term of the asset or liability. Level 3 – Unobservable inputs for which there are little or no market data and which the Company makes its own assumptions about how market participants would price the assets and liabilities. A financial instrument’s level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement. Where available, fair value is based on observable market prices or parameters or derived from such prices or parameters. Where observable prices or inputs are not available, valuation models are applied. These valuation techniques involve some level of management estimation and judgment, the degree of which is dependent on the price transparency for the instruments or market and the instrument’s complexity. The Company reflects transfers between the three levels at the beginning of the reporting period in which the availability of observable inputs no longer justifies classification in the original level. There were no transfers between fair value hierarchy levels for the period ended December 31, 2023. Fair Value on a Recurring Basis The Company performs fair value measurements on a recurring basis for the following: • Derivative Financial Instruments - Derivative financial instruments are carried at fair value and measured on a recurring basis. The Company's potential derivative financial instruments include features embedded within its convertible debenture with Queens Road Capital (see Note 15). These measurements were not material to the Consolidated Financial Statements. • Derivative Hedges - As discussed in Note 16, the Company has entered into hedge agreements with delivery obligations of gold ounces. The Company utilizes derivative instruments in order to manage exposure to risks associated with fluctuating commodity prices. The derivative hedges are mark-to-market with changes in estimated value driven by forward commodity prices. • Contingent Consideration - As discussed in Note 8, the Company will be obligated to pay CRH additional consideration if production on the Lucky Shot Property meets two separate milestone payment thresholds. The fair value of this contingent consideration is measured on a recurring basis, and is driven by the probability of reaching the milestone payment thresholds. The following table summarizes the fair value of the Company's financial assets and liabilities, by level within the fair-value hierarchy: As of December 31, 2023 Level 1 Level 2 Level 3 Financial Assets Derivative contract asset - current $ - $ - $ - Financial Liabilities Derivative Liability - current $ - $ 2,679,784 $ - Derivative Liability - noncurrent $ - $ 20,737,997 $ - Contingent consideration liability - noncurrent $ - $ - $ 1,100,480 As of June 30, 2023 Financial Assets Derivative contract asset - current $ - $ - $ - Financial Liabilities Derivative Liability - current $ - $ - $ - Derivative Liability - noncurrent $ - $ - $ - Contingent consideration liability - noncurrent $ - $ - $ 1,240,563 As of June 30, 2022 Financial Assets Derivative contract asset - current $ - $ - $ - Financial Liabilities Derivative Liability - current $ - $ - $ - Derivative Liability - noncurrent $ - $ - $ - Contingent consideration liability - noncurrent $ - $ - $ 1,847,063 Fair Value on a Nonrecurring Basis The Company applies the provisions of the fair value measurement standard on a non-recurring basis to its non-financial assets and liabilities, including mineral properties, business combinations, and asset retirement obligations. These assets and liabilities are not measured at fair value on an ongoing basis but are subject to fair value adjustments if events or changes in certain circumstances indicate that adjustments may be necessary. |
Business Combinations Policy [Policy Text Block] | Business Combinations . In determining whether an acquisition should be accounted for as a business combination or asset acquisition, the Company first determines whether substantially all of the fair value of the gross assets acquired is concentrated in a single identifiable asset or a group of similar identifiable assets. If this is the case, the single identifiable asset or the group of similar assets is not deemed to be a business, and is instead deemed to be an asset. If this is not the case, the Company then further evaluates whether the single identifiable asset or group of similar identifiable assets and activities includes, at a minimum, an input and a substantive process that together significantly contribute to the ability to create outputs. If so, the Company concludes that the single identifiable asset or group of similar identifiable assets and activities is a business. The Company accounts for business combinations using the acquisition method of accounting. Application of this method of accounting requires that (i) identifiable assets acquired (including identifiable intangible assets) and liabilities assumed generally be measured and recognized at fair value as of the acquisition date and (ii) the excess of the purchase price over the net fair value of identifiable assets acquired and liabilities assumed be recognized as goodwill, which is not amortized for accounting purposes but is subject to testing for impairment at least annually. The Company measures and recognizes asset acquisitions that are not deemed to be business combinations based on the cost to acquire the assets, which includes transaction costs. Goodwill is not recognized in asset acquisitions. Contingent consideration in asset acquisitions payable in the form of cash is recognized when payment becomes probable and reasonably estimable, unless the contingent consideration meets the definition of a derivative, in which case the amount becomes part of the asset acquisition cost when acquired. Contingent consideration payable in the form of a fixed number of the Company’s own shares is measured at fair value as of the acquisition date and recognized when the issuance of the shares becomes probable. Upon recognition of the contingent consideration payment, the amount is included in the cost of the acquired asset or group of assets. The Company purchased 100 % of the outstanding membership interests of LSA in August 2021 (See Note 8). The Company accounted for the purchase as an asset acquisition, and thus allocated the total acquisition cost to the assets acquired on a relative fair value basis. |
Debt, Policy [Policy Text Block] | Convertible Debenture . The Company accounts for its convertible debenture in accordance with ASC 470-20, Debt with Conversion and Other Options ("ASC 470-20"), which requires the liability and equity components of convertible debt to be separately accounted for in a manner that reflects the issuer's nonconvertible debt borrowing rate. Debt discount created by the bifurcation of embedded features in the convertible debenture are reflected as a reduction to the related debt liability. The discount is amortized to interest expense over the term of the debt using the effective-interest method. The convertible debenture is classified within Level 2 of the fair value hierarchy. |
Derivatives, Embedded Derivatives [Policy Text Block] | Derivative Asset for Embedded Conversion Features. The Company evaluates convertible notes to determine if those contracts or embedded components of those contracts qualify as derivatives to be accounted for separately. In circumstances where the embedded conversion option in a convertible instrument is required to be bifurcated and there are also other embedded derivative instruments in the convertible instrument that are required to be bifurcated, the bifurcated derivative instruments are evaluated and accounted for separately. The result of this accounting treatment is that the fair value of the embedded derivative is recorded as either an asset or a liability and marked-to-market each balance sheet date, with the change in fair value recorded in the statements of operations as other income or expense. Upon conversion or exercise of a derivative instrument, the instrument is marked to fair value at the conversion date and then that fair value is reclassified to equity. The fair value of the embedded conversion features are estimated using several probability weighted binomial lattice models. Estimating fair values of embedded conversion features is classified within Level 3 of the fair value hierarchy and requires the development of significant and subjective estimates that may, and are likely to, change over the duration of the instrument with related changes in internal and external market factors. Derivative Instruments. The Company utilizes derivative instruments in order to manage exposure to risk associated with fluctuating commodity prices. The Company recognizes all derivatives as either assets or liabilities, measured at fair value, and recognizes changes in the fair value of derivatives in current earnings. The Company has elected to not designate any of its position under the hedge accounting rules. Accordingly, these derivatives are mark-to-market and any changes in the estimated values of derivative contracts held at the balance sheet date are recognized in unrealized (loss) gain on derivative contracts, net in the Consolidated Statements of Operations as unrealized gains or losses on derivative contracts. Realized gains or losses on derivative contracts will be recognized in (loss) gain on derivative contracts, net in the Consolidated Statements of Operations |
Asset Retirement Obligation [Policy Text Block] | Asset Retirement Obligations . Asset retirement obligations (including reclamation and remediation costs) associated with operating and non-operating mine sites are recognized when an obligation is incurred and the fair value can be reasonably estimated. Fair value is measured as the present value of expected cash flow estimates, after considering inflation, our credit-adjusted risk-free rates and a market risk premium appropriate for our operations. The liability is accreted over time through periodic charges to earnings. In addition, the asset retirement cost is capitalized as part of the asset’s carrying value and amortized over the life of the related asset. Reclamation costs are periodically adjusted to reflect changes in the estimated present value resulting from the passage of time and revisions to the estimates of either the timing or amount of the reclamation costs. The estimated reclamation obligation is based on when spending for an existing disturbance is expected to occur. Costs included in estimated asset retirement obligations are discounted to their present value as cash flows are readily estimable. The Company reviews, on an annual basis, unless otherwise deemed necessary, the reclamation obligation for each project in accordance with ASC guidance for asset retirement obligations. As of December 31, 2023, the Company had asset retirement obligations related to its Lucky Shot project totaling $ 246,227 . The asset retirement obligations related to Lucky Shot project were $ 239,942 as of June 30, 2023 and $ 228,082 as of June 30, 2022. Accretion expense for the period ended December 31, 2023 was $ 6,284 . The accretion expense for the fiscal years ended June 30, 2023 and 2022 were $ 11,860 and $ 9,156 , respectively. |
New Accounting Pronouncements, Policy [Policy Text Block] | Recently Issued Accounting Pronouncements. In August 2020, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2020-06, Debt — Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging — Contracts in Entity’s Own Equity (Subtopic 815-40) (“ASU 2020-06”) to simplify accounting for certain financial instruments. ASU 2020-06 eliminates the current models that require separation of beneficial conversion and cash conversion features from convertible instruments and simplifies the derivative scope exception guidance pertaining to equity classification of contracts in an entity’s own equity. The new standard also introduces additional disclosures for convertible debt and freestanding instruments that are indexed to and settled in an entity’s own equity. ASU 2020-06 is effective January 1, 2022 and should be applied on a full or modified retrospective basis, with early adoption permitted beginning on January 1, 2021. The Company adopted ASU 2020-06 effective January 1, 2022. As mentioned, in the accounting policy above, the Company accounts for its convertible debenture with Queens Road Capital under this standard (See Note 15). The Company has evaluated all other recent accounting pronouncements and believes that none of them will have a significant effect on the Company’s consolidated financial statements. |
Note 4 - Summary of Significa_2
Note 4 - Summary of Significant Accounting Policies (Tables) | 6 Months Ended |
Dec. 31, 2023 | |
Accounting Policies [Abstract] | |
Summary of Fair Value of Financial Assets and Liabilities | The following table summarizes the fair value of the Company's financial assets and liabilities, by level within the fair-value hierarchy: As of December 31, 2023 Level 1 Level 2 Level 3 Financial Assets Derivative contract asset - current $ - $ - $ - Financial Liabilities Derivative Liability - current $ - $ 2,679,784 $ - Derivative Liability - noncurrent $ - $ 20,737,997 $ - Contingent consideration liability - noncurrent $ - $ - $ 1,100,480 As of June 30, 2023 Financial Assets Derivative contract asset - current $ - $ - $ - Financial Liabilities Derivative Liability - current $ - $ - $ - Derivative Liability - noncurrent $ - $ - $ - Contingent consideration liability - noncurrent $ - $ - $ 1,240,563 As of June 30, 2022 Financial Assets Derivative contract asset - current $ - $ - $ - Financial Liabilities Derivative Liability - current $ - $ - $ - Derivative Liability - noncurrent $ - $ - $ - Contingent consideration liability - noncurrent $ - $ - $ 1,847,063 |
Note 6 - Net Loss Per Share (Ta
Note 6 - Net Loss Per Share (Tables) | 6 Months Ended |
Dec. 31, 2023 | |
NET LOSS PER SHARE | |
Schedule of Earnings Per Share, Basic and Diluted [Table Text Block] | A reconciliation of the components of basic and diluted net loss per share of common stock is presented in the tables below: Six Months Ended Fiscal Year Ended December 31, 2023 June 30, 2023 June 30, 2022 Net loss attributable to common stock $ ( 40,766,308 ) $ ( 39,741,300 ) $ ( 23,506,650 ) Weighted average shares for basic EPS 9,180,032 7,087,027 6,734,444 Effect of dilutive securities — — — Weighted average shares for diluted EPS 9,180,032 7,087,027 6,734,444 Basic EPS $ ( 4.44 ) $ ( 5.61 ) $ ( 3.49 ) Diluted EPS $ ( 4.44 ) $ ( 5.61 ) $ ( 3.49 ) |
Note 9 - Property & Equipment (
Note 9 - Property & Equipment (Tables) | 6 Months Ended |
Dec. 31, 2023 | |
Property, Plant and Equipment [Abstract] | |
Property, Plant and Equipment [Table Text Block] | Asset Type Estimated December 31, 2023 June 30, 2023 June 30, 2022 Mineral properties N/A - Units of Production $ 11,700,726 $ 11,700,726 $ 11,700,007 Land Not Depreciated 87,737 87,737 87,737 Buildings and improvements 20 - 39 1,455,546 1,455,546 1,455,546 Machinery and equipment 3 - 10 287,635 287,635 287,635 Vehicles 5 135,862 135,862 135,862 Computer and office equipment 5 23,571 16,239 16,239 Furniture & fixtures 5 2,270 2,270 2,270 Less: Accumulated depreciation and ( 244,864 ) ( 192,241 ) ( 55,740 ) Less: Accumulated impairment ( 122,136 ) ( 122,136 ) ( 115,025 ) Property & Equipment, net $ 13,326,347 $ 13,371,638 $ 13,514,531 |
Note 10 - Investment in Peak _2
Note 10 - Investment in Peak Gold, LLC (Tables) | 6 Months Ended |
Dec. 31, 2023 | |
Roll-forward of Equity Method Investment [Table Text Block] | The following table is a roll-forward of our investment in the Peak Gold JV from January 8, 2015 (inception) to December 31, 2023: Investment in Peak Gold, LLC Investment balance at June 30, 2014 $ — Investment in Peak Gold JV, at inception January 8, 2015 1,433,886 Loss from equity investment in Peak Gold JV ( 1,433,886 ) Investment balance at June 30, 2015 $ — Investment in Peak Gold JV — Loss from equity investment in Peak Gold JV — Investment balance at June 30, 2016 $ — Investment in Peak Gold JV — Loss from equity investment in Peak Gold JV — Investment balance at June 30, 2017 $ — Investment in Peak Gold JV 2,580,000 Loss from equity investment in Peak Gold JV ( 2,580,000 ) Investment balance at June 30, 2018 $ — Investment in Peak Gold JV 4,140,000 Loss from equity investment in Peak Gold JV ( 4,140,000 ) Investment balance at June 30, 2019 $ — Investment in Peak Gold JV 3,720,000 Loss from equity investment in Peak Gold JV ( 3,720,000 ) Investment balance at June 30, 2020 $ — Investment in Peak Gold JV 3,861,252 Loss from equity investment in Peak Gold JV ( 3,861,252 ) Investment balance at June 30, 2021 — Investment in Peak Gold JV 3,706,000 Loss from equity investment in Peak Gold JV ( 3,706,000 ) Investment balance at June 30, 2022 $ — Investment in Peak Gold JV 21,120,000 Loss from equity investment in Peak Gold JV ( 21,120,000 ) Investment balance at June 30, 2023 $ — Investment in Peak Gold JV 34,380,000 Loss from equity investment in Peak Gold JV ( 6,315,595 ) Investment balance at December 31, 2023 $ 28,064,405 |
The Joint Venture Company [Member] | |
Summarized Balance Sheet of Equity Method Investment [Table Text Block] | The following table presents the condensed balance sheets for the Peak Gold JV as of December 31, 2023, June 30, 2023 and June 30, 2022 in accordance with US GAAP: December 31, 2023 June 30, 2023 June 30, 2022 ASSETS Current assets $ 20,303,084 $ 81,719,273 $ 9,022,315 Non-current assets 207,706,448 97,748,104 4,548,709 TOTAL ASSETS $ 228,009,532 $ 179,467,377 $ 13,571,024 LIABILITIES AND MEMBERS’EQUITY Current liabilities $ 23,303,400 $ 14,283,457 $ 3,057,873 Non-current liabilities 32,910,212 21,973,623 416,081 TOTAL LIABILITIES $ 56,213,612 $ 36,257,080 $ 3,473,954 MEMBERS’ EQUITY 171,795,920 143,210,297 10,097,070 TOTAL LIABILITIES AND MEMBERS’ EQUITY $ 228,009,532 $ 179,467,377 $ 13,571,024 |
Summarized Income Statement of Equity Method Investment [Table Text Block] | The following table presents the condensed results of operations for the Peak Gold JV for the six month period ended December 31, 2023 and fiscal years ended June 30, 2023 and June 30, 2022, and for the period from inception through December 31, 2023 in accordance with US GAAP: Six Months Ended Year Ended Year Ended Period from Inception January 8, 2015 to December 31, 2023 June 30, 2023 June 30, 2022 December 31, 2023 EXPENSES: Exploration expense $ 5,699,445 $ 7,940,683 $ 9,534,764 $ 72,051,655 General and administrative 1,214,929 1,374,003 1,290,013 14,869,951 Total expenses 6,914,374 9,314,686 10,824,777 86,921,606 NET LOSS $ 6,914,374 $ 9,314,686 $ 10,824,777 $ 86,921,606 |
Note 11 - Stock Based Compens_2
Note 11 - Stock Based Compensation (Tables) | 6 Months Ended |
Dec. 31, 2023 | |
Share-Based Payment Arrangement [Abstract] | |
Share-Based Payment Arrangement, Option, Activity [Table Text Block] | Six Months Ended Year Ended June 30, 2023 2023 2022 Weighted Weighted Weighted Shares Average Shares Average Shares Average Under Exercise Under Exercise Under Exercise Options Price Options Price Options Price Outstanding, beginning of 100,000 $ 14.50 100,000 $ 14.50 100,000 $ 14.50 Granted — — — — — — Exercised — — — — — — Forfeited — — — — — — Cancelled — — — — — — Outstanding, end of year 100,000 $ 14.50 100,000 $ 14.50 100,000 $ 14.50 Aggregate intrinsic value $ 506,000 $ 1,133,000 $ 811,000 Exercisable, end of year 100,000 $ 14.50 100,000 $ 14.50 100,000 $ 14.50 Aggregate intrinsic value $ 506,000 $ 1,133,000 $ 811,000 Available for grant, end of 617,526 473,386 100,427 Weighted average fair value (1) $ — $ — $ — |
Nonvested Restricted Stock Shares Activity [Table Text Block] | Weighted Number of Fair Value Shares Per Share Nonvested balance at June 30, 2021 401,333 $ 16.28 Granted 160,500 $ 21.73 Vested ( 245,499 ) $ 15.39 Nonvested balance at June 30, 2022 316,334 $ 19.73 Granted 299,875 $ 23.33 Forfeited/Cancelled ( 172,834 ) $ 18.68 Vested ( 13,999 ) $ 18.71 Nonvested balance at June 30, 2023 429,376 $ 22.70 Granted 10,819 $ 17.80 Forfeited/Cancelled — $ — Vested ( 6,667 ) $ 17.95 Nonvested balance at December 31, 2023 433,528 $ 22.70 |
Note 13 - Income Taxes (Tables)
Note 13 - Income Taxes (Tables) | 6 Months Ended |
Dec. 31, 2023 | |
Income Tax Disclosure [Abstract] | |
Schedule of Effective Income Tax Rate Reconciliation [Table Text Block] | Six Months Fiscal Year Ended June 30, 2023 2023 2022 Income tax benefit at statutory tax rate $ ( 8,560,924 ) $ ( 8,345,673 ) $ ( 4,961,540 ) State tax benefit 1,159,273 ( 3,225,218 ) ( 1,544,567 ) Return to provision ( 20,354 ) — ( 38 ) Effect of rates different than statutory ( 19,957 ) — — Permanent differences ( 5,119 ) 19,916 12,937 Stock based compensation — ( 527,765 ) 100,666 Legal fees — 24,167 131,311 Convertible debt interest 198,825 368,875 66,463 162(m) Limitation — 373,763 84,822 Other valuation allowance 7,248,256 11,311,935 5,990,215 Income tax benefit $ — $ — $ ( 119,731 ) |
Schedule of Components of Income Tax Expense (Benefit) [Table Text Block] | The provision for income taxes for the periods indicated below are comprised of the following: Six Months Fiscal Year Ended June 30, 2023 2023 2022 Current: Federal $ — $ — $ ( 261,636 ) State — — 141,905 Total current income tax benefit $ — $ — $ ( 119,731 ) Deferred: Federal $ — $ — $ — State — — — Total deferred income tax expense $ — $ — $ — |
Schedule of Deferred Tax Assets and Liabilities [Table Text Block] | The net deferred tax asset is comprised of the following: Six Months Year Ended June 30, 2023 2023 2022 Deferred tax asset: Investment in the Peak Gold JV $ 15,587,054 $ 14,203,470 $ 8,278,223 State deferred tax assets 5,569,010 6,728,285 3,503,066 Stock option expenses 1,374,914 1,106,783 1,425,498 Derivatives 4,917,734 — — Net operating losses 6,865,323 5,027,243 2,547,058 Valuation allowance ( 34,314,035 ) ( 27,065,781 ) ( 15,753,845 ) Net deferred tax assets $ — $ — $ — |
Note 15 - Debt (Tables)
Note 15 - Debt (Tables) | 6 Months Ended |
Dec. 31, 2023 | |
Debt Disclosure [Abstract] | |
Schedule of Debt [Table Text Block] | The table below shows the components of Debt, net as of December 31, 2023, June 30, 2023 and June 30, 2022: Six Months Ended December 31, Fiscal Year Ended June 30, 2023 2023 2022 Secured Debt Facility Principal amount $ 30,000,000 $ 10,000,000 $ — Unamortized debt discount ( 2,411,532 ) ( 2,342,484 ) — Unamortized debt issuance costs ( 2,394,168 ) ( 1,628,012 ) — Debt, net $ 25,194,300 $ 6,029,504 $ — Convertible Debenture Principal amount $ 20,000,000 $ 20,000,000 $ 20,000,000 Unamortized debt discount ( 414,854 ) ( 461,639 ) ( 602,430 ) Unamortized debt issuance costs ( 99,587 ) ( 110,818 ) ( 157,610 ) Debt, net $ 19,485,559 $ 19,427,543 $ 19,239,960 Total Debt, net $ 44,679,859 $ 25,457,047 $ 19,239,960 Less current portion $ 7,900,000 $ — $ — Non-current debt, net $ 36,779,859 $ 25,457,047 $ 19,239,960 |
Note 16 - Derivatives and Hed_2
Note 16 - Derivatives and Hedging Activities (Tables) | 6 Months Ended |
Dec. 31, 2023 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Derivatives Not Designated as Hedging Instruments [Table Text Block] | Period Commodity Volume Weighted Average Price ($/oz) 2024 Gold 21,100 $ 2,025.17 2025 Gold 62,400 $ 2,025.17 2026 Gold 41,100 $ 2,025.17 |
Schedule of Derivative Instruments in Statement of Financial Position, Fair Value [Table Text Block] | Six Months Ended Year Ended June 30, 2023 2023 2022 Derivatives not Gross Net Gross Net Gross Net designated as Recognized Gross Recognized Recognized Gross Recognized Recognized Gross Recognized hedging Balance Sheet Assets / Amounts Assets / Assets / Amounts Assets / Assets / Amounts Assets / instruments Location Liabilities Offset Liabilities Liabilities Offset Liabilities Liabilities Offset Liabilities Commodity Contracts Derivative contract asset - current — — - — — — — — — Commodity Contracts Derivative contract liability - current ( 2,679,784 ) — ( 2,679,784 ) — — — — — — Commodity Contracts Derivative contract asset - noncurrent — — - — — — — — — Commodity Contracts Derivative contract liability - noncurrent ( 20,737,997 ) — ( 20,737,997 ) — — — — — — |
Derivative Instruments, Gain (Loss) [Table Text Block] | Six Months Ended December 31, Fiscal Year Ended June 30, 2023 2023 2022 Amount of Gain or (Loss) Amount of Gain or (Loss) Amount of Gain or (Loss) Derivatives Not Designated as Hedging Location of Unrealized Gain or (Loss) Recognized in Income Statement on Recognized in Income Statement on Recognized in Income Statement on Instruments under Subtopic 815-20 Recognized in Income on Derivative Derivative Derivative Derivative Commodity Contracts Unrealized loss on derivative contracts $ ( 23,417,781 ) $ — $ — Total $ ( 23,417,781 ) $ — $ — |
Note 17 - General and Adminis_2
Note 17 - General and Administrative Expenses (Tables) | 6 Months Ended |
Dec. 31, 2023 | |
General and Administrative Expense [Abstract] | |
Components of General and Administrative Expenses | The following table presents the Company's general and administrative expenses for six month period ended December 31, 2023 and fiscal years ended June 30, 2023 and June 30, 2022. Six Months Year Ended June 30, 2023 2023 2022 General and administrative expenses: Marketing and investor relations $ 83,784 $ 269,887 $ 378,720 Office and administrative costs 176,656 404,494 369,988 Insurance 661,152 513,471 672,474 Professional fees 819,398 1,771,764 1,297,987 Regulatory fees 302,601 365,784 402,299 Salaries and benefits 1,796,157 1,925,504 2,515,050 Retention and severance expenses 785,751 — — Share-based compensation 1,622,566 2,931,288 3,993,660 Travel 162,345 182,685 148,700 Director fees 342,500 726,250 557,500 Total $ 6,752,910 $ 9,091,127 $ 10,336,378 |
Note 18 - Transition Period C_2
Note 18 - Transition Period Comparative Data (Tables) | 6 Months Ended |
Dec. 31, 2023 | |
Transition Period Comparative Data [Abstract] | |
Transition Period Comparative Data | The following tables presents certain comparative financial information for the six months ended December 31, 2023 and 2022. Six Months Ended December 31, 2023 December 31, 2022 (unaudited) EXPENSES: Claim rental expense $ ( 255,121 ) $ ( 273,376 ) Exploration expense ( 1,815,822 ) ( 6,616,483 ) Depreciation expense ( 52,620 ) ( 68,428 ) Accretion expense ( 6,284 ) ( 5,974 ) General and administrative expense ( 6,752,910 ) ( 4,600,164 ) Total expenses ( 8,882,757 ) ( 11,564,425 ) OTHER INCOME/(EXPENSE): Interest income 68,662 16,344 Interest expense ( 2,358,920 ) ( 896,177 ) Loss from equity investment in Peak Gold, LLC (NOTE 10) ( 6,315,595 ) ( 9,310,000 ) Unrealized gain/(loss) on derivative contracts ( 23,417,781 ) — Other income 140,083 15,656 Insurance recoveries — 338,301 Total other expense ( 31,883,551 ) ( 9,835,876 ) LOSS BEFORE INCOME TAXES ( 40,766,308 ) ( 21,400,301 ) NET LOSS $ ( 40,766,308 ) $ ( 21,400,301 ) NET LOSS PER SHARE Basic and diluted $ ( 4.44 ) $ ( 3.15 ) WEIGHTED AVERAGE COMMON SHARES OUTSTANDING Basic and diluted 9,180,032 6,787,864 Six Months Ended December 31, 2023 December 31, 2022 (unaudited) CASH FLOWS FROM OPERATING ACTIVITIES: Net loss $ ( 40,766,308 ) $ ( 21,400,301 ) Adjustments to reconcile net loss to net cash used in operating activities: Stock-based compensation 1,622,566 1,598,421 Depreciation expense 52,620 68,428 Accretion expense 6,284 5,974 Interest expense paid in stock 166,641 — Change in the fair value of contingent consideration ( 140,083 ) Amortization of debt discount and issuance costs 398,418 335,047 Loss from equity investment in Peak Gold, LLC 6,315,595 9,310,000 Loss from derivative contracts 23,417,781 — Changes in operating assets and liabilities: Decrease in prepaid expenses and other ( 699,003 ) ( 363,243 ) Increase (decrease) in accounts payable and other accrued liabilities 193,200 ( 100,043 ) Net cash used in operating activities ( 9,432,289 ) ( 10,545,717 ) CASH FLOWS FROM INVESTING ACTIVITIES: Cash invested in Peak Gold, LLC ( 34,380,000 ) ( 9,310,000 ) Acquisition of property & equipment ( 7,329 ) — Net cash used in investing activities ( 34,387,329 ) ( 9,310,000 ) CASH FLOWS FROM FINANCING ACTIVITIES: Cash paid for shares withheld from employees for payroll tax withholding ( 48,308 ) ( 86,932 ) Cash proceeds from debt 20,000,000 — Debt issuance costs ( 1,526,179 ) 14,202 Cash proceeds from capital raises, net 29,254,302 5,598,500 Net cash provided by financing activities 47,679,815 5,525,770 NET DECREASE IN CASH AND RESTRICTED CASH 3,860,197 ( 14,329,947 ) CASH AND RESTRICTED CASH, BEGINNING OF PERIOD 11,877,194 23,326,101 CASH AND RESTRICTED CASH, END OF PERIOD $ 15,737,391 $ 8,996,154 Supplemental disclosure of cash flow information Cash paid for: Interest expense $ 1,218,499 $ 716,687 |
Note 1 - Organization and Bus_2
Note 1 - Organization and Business (Details Textual) $ in Millions | 9 Months Ended | ||||
Mar. 31, 2023 USD ($) | Dec. 31, 2023 USD ($) a | Jun. 30, 2023 a | May 17, 2023 | Nov. 30, 2022 a | |
Contango Minerals [Member] | State of Alaska Mining Claims Located North and Northwest of Tetlin Lease [Member] | |||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||
Area of Land (Acre) | 145,280 | ||||
Contango Minerals [Member] | State of Alaska Mining Claims Located Near Eagle/Hona Property [Member] | |||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||
Area of Land (Acre) | 69,780 | 69,000 | |||
Contango Minerals [Member] | State of Alaska Mining Claims Located Near Triple Z Property [Member] | |||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||
Area of Land (Acre) | 14,800 | ||||
Contango Minerals [Member] | State of Alaska Mining Claims Located in Richardson District [Member] | |||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||
Area of Land (Acre) | 52,700 | ||||
Contango Minerals [Member] | State of Alaska Mining Claims Located North and East of Lucky Shot Property [Member] | |||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||
Area of Land (Acre) | 8,000 | ||||
Alaska Hard Rock Lease [Member] | Alaska Gold Torrent, LLC [Member] | |||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||
Area of Land (Acre) | 8,600 | ||||
Peak Gold, LLC [Member] | |||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||
Equity Method Investment, Ownership Percentage | 30% | 30% | |||
The Joint Venture Company [Member] | |||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||
Equity Method Investment, Ownership Percentage | 30% | ||||
Expected Cash Needed | $ | $ 165.1 | ||||
Expected Cash Needed Amended Amount | $ | 157.3 | ||||
Equity Method Investment, Entity Shares of Expenditures, Amount | $ | $ 47.2 | ||||
Exploration Budget, Funded Amount | $ | $ 47.2 | ||||
The Joint Venture Company [Member] | KG Mining [Member] | |||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||
Equity Method Investment, Ownership Percentage by Other Owner | 70% | ||||
The Joint Venture Company [Member] | State of Alaska Mining Claims for Exploration and Development [Member] | |||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||
Area of Land (Acre) | 13,000 | ||||
The Joint Venture Company [Member] | Tetlin Lease [Member] | |||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | |||||
Area of Land (Acre) | 675,000 |
Note 3 - Liquidity (Details Tex
Note 3 - Liquidity (Details Textual) - The Joint Venture Company [Member] $ in Millions | 6 Months Ended |
Dec. 31, 2023 USD ($) | |
Schedule Of Liquidity [Line Items] | |
Exploration Budget, Funded Amount | $ 47.2 |
Exploration budget funded amount for next fiscal year | 28.8 |
Exploration budget amount funded by the company for next fiscal year | 15.5 |
Capital available under secured credit facility to reach production | 27.5 |
Repayment obligations on the secured credit facility | 21 |
Secured Credit Facility [Member] | |
Schedule Of Liquidity [Line Items] | |
Exploration Budget, Funded Amount | $ 30 |
Note 4 - Summary of Significa_3
Note 4 - Summary of Significant Accounting Policies (Details Textual) - USD ($) | 6 Months Ended | 12 Months Ended | |||||||||||||
Dec. 31, 2023 | Dec. 31, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2014 | May 17, 2023 | Aug. 04, 2021 | Aug. 01, 2015 | |
Restricted Cash, Current | $ 232,572 | $ 231,000 | $ 231,000 | ||||||||||||
Equity Method Investments | 28,064,405 | 0 | 0 | ||||||||||||
Loss from equity investment in Peak Gold JV | (6,315,595) | $ (9,310,000) | (21,120,000) | (3,706,000) | |||||||||||
Impairment Charge on Reclassified Assets | 0 | 7,111 | 92,777 | ||||||||||||
Asset Retirement Obligation, Ending Balance | 246,227 | 239,942 | 228,082 | ||||||||||||
Asset Retirement Obligation, Accretion Expense | $ 6,284 | 11,860 | 9,156 | ||||||||||||
Lucky Shot Property [Member] | |||||||||||||||
Asset Acquisition Percentage of Interests Acquired | 100% | ||||||||||||||
Peak Gold, LLC [Member] | |||||||||||||||
Equity Method Investment, Ownership Percentage | 30% | 30% | |||||||||||||
The Joint Venture Company [Member] | |||||||||||||||
Equity Method Investment, Ownership Percentage | 30% | ||||||||||||||
Equity Method Investment, Aggregate Cost | $ 74,900,000 | $ 1,400,000 | |||||||||||||
Payments to Acquire Interest in Joint Venture | 39,100,000 | ||||||||||||||
Equity Method Investments | 28,064,405 | 0 | 0 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | ||||
Loss from equity investment in Peak Gold JV | $ 28,064,406 | (6,315,595) | (21,120,000) | $ (3,706,000) | $ (3,861,252) | $ (3,720,000) | $ (4,140,000) | $ (2,580,000) | $ 0 | $ 0 | $ (1,433,886) | ||||
Equity Method Investment, Inception-to-date Cumulative loss | $ 44,800,000 | $ 42,000,000 |
Note 4 - Summary of Significa_4
Note 4 - Summary of Significant Accounting Policies - Summary of Fair Value of Financial Assets and Liabilities (Details) - USD ($) | Dec. 31, 2023 | Jun. 30, 2023 | Jun. 30, 2022 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Derivative Liability - current | $ 2,679,784 | $ 0 | $ 0 |
Derivative Liability - noncurrent | 20,737,997 | 0 | 0 |
Contingent consideration liability - noncurrent | 1,100,480 | 1,240,563 | 1,847,063 |
Fair Value, Inputs, Level 1 [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Derivative contract asset - current | 0 | 0 | 0 |
Derivative Liability - current | 0 | 0 | 0 |
Derivative Liability - noncurrent | 0 | 0 | 0 |
Contingent consideration liability - noncurrent | 0 | 0 | 0 |
Fair Value, Inputs, Level 2 [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Derivative contract asset - current | 0 | 0 | 0 |
Derivative Liability - current | 2,679,784 | 0 | 0 |
Derivative Liability - noncurrent | 20,737,997 | 0 | 0 |
Contingent consideration liability - noncurrent | 0 | 0 | 0 |
Fair Value, Inputs, Level 3 [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Derivative contract asset - current | 0 | 0 | 0 |
Derivative Liability - current | 0 | 0 | 0 |
Derivative Liability - noncurrent | 0 | 0 | 0 |
Contingent consideration liability - noncurrent | $ 1,100,480 | $ 1,240,563 | $ 1,847,063 |
Note 5 - Prepaid Expenses and_2
Note 5 - Prepaid Expenses and Other (Details Textual) - USD ($) | Dec. 31, 2023 | Jun. 30, 2023 | Jun. 30, 2022 |
Prepaid Expenses and Other [Abstract] | |||
Prepaid Expense, Current | $ 1,112,910 | $ 413,907 | $ 453,353 |
Note 6 - Net Loss Per Share (De
Note 6 - Net Loss Per Share (Details Textual) - shares | Dec. 31, 2023 | Jun. 30, 2023 | Jun. 30, 2022 |
NET LOSS PER SHARE | |||
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Outstanding, Number (in shares) | 100,000 | 100,000 | |
Class of Warrant or Right, Outstanding (in shares) | 401,000 | 0 |
Note 6 - Net Loss Per Share - R
Note 6 - Net Loss Per Share - Reconciliation of the Components of Basic and Diluted Net Loss Per Share (Details) - USD ($) | 6 Months Ended | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
NET LOSS PER SHARE | ||||
Net loss attributable to common stock | $ (40,766,308) | $ (21,400,301) | $ (39,741,300) | $ (23,506,650) |
Weighted average shares for basic EPS (in shares) | 9,180,032 | 6,787,864 | 7,087,027 | 6,734,444 |
Effect of dilutive securities (in shares) | 0 | 0 | 0 | |
Weighted average shares for diluted EPS (in shares) | 9,180,032 | 6,787,864 | 7,087,027 | 6,734,444 |
Basic and diluted (in dollars per share) | $ (4.44) | $ (3.15) | $ (5.61) | $ (3.49) |
Diluted EPS (in dollars per share) | $ (4.44) | $ (3.15) | $ (5.61) | $ (3.49) |
Note 7 - Stockholders' Equity_2
Note 7 - Stockholders' Equity (Deficit) (Details Textual) | 1 Months Ended | 6 Months Ended | 12 Months Ended | |||||||||
Jul. 24, 2023 USD ($) $ / shares shares | May 09, 2023 USD ($) $ / shares shares | Jan. 19, 2023 USD ($) $ / shares shares | Dec. 23, 2022 $ / shares shares | Oct. 05, 2020 $ / shares shares | Dec. 31, 2022 USD ($) | Dec. 31, 2023 USD ($) $ / shares shares | Jun. 30, 2023 USD ($) $ / shares shares | Jun. 30, 2022 USD ($) $ / shares shares | Jul. 26, 2023 $ / shares | Jun. 08, 2023 USD ($) | Sep. 23, 2020 shares | |
Class of Stock [Line Items] | ||||||||||||
Common Stock, Shares Authorized (in shares) | 45,000,000 | 45,000,000 | 45,000,000 | |||||||||
Preferred Stock, Shares Authorized (in shares) | 15,000,000 | 15,000,000 | 15,000,000 | |||||||||
Common Stock, Shares, Outstanding (in shares) | 9,451,753 | 7,781,690 | 6,769,923 | |||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Options and Warrants, Outstanding, Number (in shares) | 501,000 | |||||||||||
Preferred Stock, Shares Issued (in shares) | 0 | |||||||||||
Rights Agreement, Exercise Price (in dollars per share) | $ / shares | $ 100 | |||||||||||
Common Stock, Par or Stated Value Per Share (in dollars per share) | $ / shares | $ 0.01 | $ 0.01 | $ 0.01 | $ 0.01 | ||||||||
Proceeds from Warrant Exercises | $ | $ 0 | $ 6,886,000 | $ 0 | |||||||||
Rights Agreement, Number of Preferred Stock Issuable Per Right (in shares) | 0.001 | |||||||||||
January 2023 Warrants [Member] | Measurement Input, Risk Free Interest Rate [Member] | ||||||||||||
Class of Stock [Line Items] | ||||||||||||
Warrants and Rights Outstanding, Measurement Input | 0.0465 | |||||||||||
January 2023 Warrants [Member] | Measurement Input, Expected Term [Member] | ||||||||||||
Class of Stock [Line Items] | ||||||||||||
Warrants and Rights Outstanding, Measurement Input | 1 | |||||||||||
January 2023 Warrants [Member] | Measurement Input, Price Volatility [Member] | ||||||||||||
Class of Stock [Line Items] | ||||||||||||
Warrants and Rights Outstanding, Measurement Input | 0.404 | |||||||||||
January 2023 Warrants [Member] | Measurement Input, Expected Dividend Rate [Member] | ||||||||||||
Class of Stock [Line Items] | ||||||||||||
Warrants and Rights Outstanding, Measurement Input | 0 | |||||||||||
December 2022 Warrants [Member] | ||||||||||||
Class of Stock [Line Items] | ||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights (in dollars per share) | $ / shares | $ 25 | |||||||||||
Class of Warrant or Right, Distributed for Each Share of Common Stock (in shares) | 1 | |||||||||||
December 2022 Warrants [Member] | Measurement Input, Risk Free Interest Rate [Member] | ||||||||||||
Class of Stock [Line Items] | ||||||||||||
Warrants and Rights Outstanding, Measurement Input | 0.0466 | |||||||||||
December 2022 Warrants [Member] | Measurement Input, Expected Term [Member] | ||||||||||||
Class of Stock [Line Items] | ||||||||||||
Warrants and Rights Outstanding, Measurement Input | 1 | |||||||||||
December 2022 Warrants [Member] | Measurement Input, Price Volatility [Member] | ||||||||||||
Class of Stock [Line Items] | ||||||||||||
Warrants and Rights Outstanding, Measurement Input | 0.3773 | |||||||||||
December 2022 Warrants [Member] | Measurement Input, Expected Dividend Rate [Member] | ||||||||||||
Class of Stock [Line Items] | ||||||||||||
Warrants and Rights Outstanding, Measurement Input | 0 | |||||||||||
December 2022 and January 2023 Warrants [Member] | ||||||||||||
Class of Stock [Line Items] | ||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights (in dollars per share) | $ / shares | $ 25 | |||||||||||
Class of Warrant or Right, Exercised During Period (in shares) | 313,000 | |||||||||||
Proceeds from Warrant Exercises | $ | $ 6,900,000 | |||||||||||
Stock Issued During Period, Shares, Warrants Exercised (in shares) | 313,000 | |||||||||||
Fair Value Adjustment of Warrants | $ | $ 383,000 | |||||||||||
December 2022 and January 2023 Warrants [Member] | Measurement Input, Risk Free Interest Rate [Member] | ||||||||||||
Class of Stock [Line Items] | ||||||||||||
Warrants and Rights Outstanding, Measurement Input | 4.81 | |||||||||||
December 2022 and January 2023 Warrants [Member] | Measurement Input, Expected Term [Member] | ||||||||||||
Class of Stock [Line Items] | ||||||||||||
Warrants and Rights Outstanding, Measurement Input | 1 | |||||||||||
December 2022 and January 2023 Warrants [Member] | Measurement Input, Price Volatility [Member] | ||||||||||||
Class of Stock [Line Items] | ||||||||||||
Warrants and Rights Outstanding, Measurement Input | 42.5 | |||||||||||
December 2022 and January 2023 Warrants [Member] | Measurement Input, Expected Dividend Rate [Member] | ||||||||||||
Class of Stock [Line Items] | ||||||||||||
Warrants and Rights Outstanding, Measurement Input | 0 | |||||||||||
Modified Warrants [Member] | ||||||||||||
Class of Stock [Line Items] | ||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights (in dollars per share) | $ / shares | $ 22 | |||||||||||
New Warrants [Member] | ||||||||||||
Class of Stock [Line Items] | ||||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights (in dollars per share) | $ / shares | $ 30 | |||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights (in shares) | 313,000 | |||||||||||
New Warrants [Member] | Measurement Input, Risk Free Interest Rate [Member] | Fair Value, Inputs, Level 2 [Member] | ||||||||||||
Class of Stock [Line Items] | ||||||||||||
Warrants and Rights Outstanding, Measurement Input | 4.81 | |||||||||||
New Warrants [Member] | Measurement Input, Expected Term [Member] | Fair Value, Inputs, Level 2 [Member] | ||||||||||||
Class of Stock [Line Items] | ||||||||||||
Warrants and Rights Outstanding, Measurement Input | 1.5 | |||||||||||
New Warrants [Member] | Measurement Input, Price Volatility [Member] | Fair Value, Inputs, Level 2 [Member] | ||||||||||||
Class of Stock [Line Items] | ||||||||||||
Warrants and Rights Outstanding, Measurement Input | 43.7 | |||||||||||
New Warrants [Member] | Measurement Input, Expected Dividend Rate [Member] | Fair Value, Inputs, Level 2 [Member] | ||||||||||||
Class of Stock [Line Items] | ||||||||||||
Warrants and Rights Outstanding, Measurement Input | 0 | |||||||||||
Sales Agreement [Member] | ||||||||||||
Class of Stock [Line Items] | ||||||||||||
Stock Issued During Period, Shares, New Issues (in shares) | 52,915 | 158,461 | ||||||||||
Proceeds from Issuance of Common Stock, Net | $ | $ 1,100,000 | $ 4,100,000 | ||||||||||
Balance remaining from sales agreement | $ | $ 34,800,000 | |||||||||||
Private Placement [Member] | ||||||||||||
Class of Stock [Line Items] | ||||||||||||
Stock Issued During Period, Shares, New Issues (in shares) | 117,500 | 283,500 | ||||||||||
Proceeds from Issuance of Common Stock, Net | $ | $ 2,300,000 | $ 5,600,000 | ||||||||||
Shares Issued, Price Per Share (in dollars per share) | $ / shares | $ 20 | |||||||||||
Rights Agreement, Exercise Price (in dollars per share) | $ / shares | $ 25 | $ 25 | ||||||||||
Private Placement Fee, Percentage | 3.25% | |||||||||||
Private Placement [Member] | January 2023 Warrants [Member] | ||||||||||||
Class of Stock [Line Items] | ||||||||||||
Shares Issued, Price Per Share (in dollars per share) | $ / shares | $ 20 | |||||||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights (in dollars per share) | $ / shares | $ 25 | |||||||||||
Underwritten Public Offering [Member] | ||||||||||||
Class of Stock [Line Items] | ||||||||||||
Stock Issued During Period, Shares, New Issues (in shares) | 1,600,000 | |||||||||||
Proceeds from Issuance of Common Stock, Net | $ | $ 28,200,000 | |||||||||||
Shares Issued, Offering Price (in dollars per share) | $ / shares | $ 19 | |||||||||||
Shares Issued, Price Per Share (in dollars per share) | $ / shares | $ 17.77 | |||||||||||
Underwriting Agreement, Discount Percentage | 6.50% | |||||||||||
Cantor Fitzgerald & Co. [Member] | Sales Agreement [Member] | ||||||||||||
Class of Stock [Line Items] | ||||||||||||
Offering Agreement, Maximum Aggregate Common Shares May be Offered | $ | $ 40,000,000 | |||||||||||
Commission Fee, Percentage of Gross Proceeds of Shares Sold, Maximum | 2.75% | |||||||||||
Petrie Partners Securities, LLC [Member] | Private Placement [Member] | ||||||||||||
Class of Stock [Line Items] | ||||||||||||
Private Placement Fee, Percentage | 3.25% | |||||||||||
Person or Group [Member] | ||||||||||||
Class of Stock [Line Items] | ||||||||||||
Rights Agreement, Beneficial Ownership Percentage of Common Stock,Threshold | 18% | |||||||||||
Certain Passive Investors [Member] | ||||||||||||
Class of Stock [Line Items] | ||||||||||||
Rights Agreement, Beneficial Ownership Percentage of Common Stock,Threshold | 20% | |||||||||||
Restricted Stock [Member] | ||||||||||||
Class of Stock [Line Items] | ||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Equity Instruments Other than Options, Nonvested, Number (in shares) | 433,528 |
Note 8 - Acquisition of Lucky_2
Note 8 - Acquisition of Lucky Shot Property (Details Textual) - Alaska Gold Torrent, LLC [Member] | 12 Months Ended | 22 Months Ended | 28 Months Ended | ||
Aug. 24, 2021 USD ($) oz | Jun. 30, 2023 USD ($) | Jun. 30, 2023 | Dec. 31, 2023 USD ($) | Aug. 04, 2021 oz | |
Asset Acquisition [Line Items] | |||||
Asset Acquisition, Consideration Transferred, Total | $ 30,000,000 | ||||
Payments to Acquire Productive Assets, Total | 5,000,000 | ||||
Asset Acquisition, Acquired Asset Amount | 13,500,000 | ||||
Payments to Acquire Productive Assets, Including Working Capital Adjustments | 5,100,000 | ||||
Asset Acquisition, Consideration Transferred, Transaction Cost | 300,000 | ||||
Lucky Shot Prospect [Member] | |||||
Asset Acquisition [Line Items] | |||||
Asset Acquisition, Exploration Expenditures, Requirement, Minimum Amount During 36 Months Period | 10,000,000 | ||||
Common Stock [Member] | |||||
Asset Acquisition [Line Items] | |||||
Asset Acquisition, Contingent Consideration, Liability | $ 1,850,000 | $ 1,100,000 | |||
Asset Acquisiton, Contingent Consideration Arrangements, Change in Amount of Contingent Consideration, Liability | $ 100,000 | ||||
Production Threshold, One [Member] | |||||
Asset Acquisition [Line Items] | |||||
Asset Acquisition, Contingent Consideration Arrangements, Production Threshold, Mineral Resource (Ounce) | oz | 500,000 | ||||
Asset Acquisition, Contingent Consideration Arrangements, Production Threshold, Output, Gold (Ounce) | oz | 30,000 | 30,000 | |||
Gold to Silver Ratio | 1:65 | 1:65 | |||
Asset Acquisition, Consideration Transferred, Contingent Consideration | $ 5,000,000 | ||||
Production Threshold, One [Member] | Common Stock [Member] | |||||
Asset Acquisition [Line Items] | |||||
Asset Acquisition, Consideration Transferred, Equity Interest Issued and Issuable | $ 3,750,000 | ||||
Production Threshold, Two [Member] | |||||
Asset Acquisition [Line Items] | |||||
Asset Acquisition, Contingent Consideration Arrangements, Production Threshold, Mineral Resource (Ounce) | oz | 1,000,000 | 1,000,000 | |||
Asset Acquisition, Contingent Consideration Arrangements, Production Threshold, Output, Gold (Ounce) | oz | 60,000 | ||||
Gold to Silver Ratio | 1:65 | 1:65 | |||
Asset Acquisition, Consideration Transferred, Contingent Consideration | $ 5,000,000 | ||||
Production Threshold, Two [Member] | Common Stock [Member] | |||||
Asset Acquisition [Line Items] | |||||
Asset Acquisition, Consideration Transferred, Equity Interest Issued and Issuable | 5,000,000 | ||||
Promissory Note Issued with AGT Acquisition [Member] | |||||
Asset Acquisition [Line Items] | |||||
Asset Acquisition, Consideration Transferred, Liabilities Incurred | $ 6,250,000 |
Note 9 - Property & Equipment -
Note 9 - Property & Equipment - Fixed Assets (Details) - USD ($) | 6 Months Ended | 12 Months Ended | |
Dec. 31, 2023 | Jun. 30, 2023 | Jun. 30, 2022 | |
Property, Plant and Equipment [Line Items] | |||
Property, plant and equipment, gross | $ 13,326,347 | $ 13,371,638 | $ 13,514,531 |
Less: Accumulated depreciation and amortization | (244,864) | (192,241) | (55,740) |
Less: Accumulated impairment | (122,136) | (122,136) | (115,025) |
Mining Properties and Mineral Rights [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Property, plant and equipment, gross | 11,700,726 | 11,700,726 | 11,700,007 |
Land [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Property, plant and equipment, gross | 87,737 | 87,737 | 87,737 |
Building and Building Improvements [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Property, plant and equipment, gross | $ 1,455,546 | 1,455,546 | 1,455,546 |
Building and Building Improvements [Member] | Minimum [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Estimated useful life (Year) | 20 years | ||
Building and Building Improvements [Member] | Maximum [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Estimated useful life (Year) | 39 years | ||
Machinery and Equipment [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Property, plant and equipment, gross | $ 287,635 | 287,635 | 287,635 |
Machinery and Equipment [Member] | Minimum [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Estimated useful life (Year) | 3 years | ||
Machinery and Equipment [Member] | Maximum [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Estimated useful life (Year) | 10 years | ||
Vehicles [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Property, plant and equipment, gross | $ 135,862 | 135,862 | 135,862 |
Estimated useful life (Year) | 5 years | ||
Computer and Office Equipment [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Property, plant and equipment, gross | $ 23,571 | 16,239 | 16,239 |
Estimated useful life (Year) | 5 years | ||
Furniture and Fixtures [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Property, plant and equipment, gross | $ 2,270 | $ 2,270 | $ 2,270 |
Estimated useful life (Year) | 5 years |
Note 10 - Investment in Peak _3
Note 10 - Investment in Peak Gold, LLC (Details Textual) - USD ($) | 6 Months Ended | 12 Months Ended | ||||||||||
Dec. 31, 2023 | Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2016 | Aug. 01, 2015 | Jun. 30, 2015 | Jun. 30, 2014 | |
Equity Method Investments | $ 28,064,405 | $ 0 | $ 0 | |||||||||
The Joint Venture Company [Member] | ||||||||||||
Equity Method Investment, Aggregate Cost | 74,900,000 | $ 1,400,000 | ||||||||||
Equity Method Investment, Total Contributions | 74,900,000 | |||||||||||
Loss from Equity Method Investments, Unrecorded | 2,100,000 | 2,800,000 | 3,300,000 | |||||||||
Equity Method Investment, Summarized Financial Information, Inception-to-date Cumulative Income (Loss) | 44,800,000 | 42,000,000 | ||||||||||
Payments to Acquire Interest in Joint Venture | 39,100,000 | |||||||||||
Equity Method Investments | $ 28,064,405 | 0 | 0 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | |
Suspended Losses | $ 0 | $ 0 |
Note 10 - Investment in Peak _4
Note 10 - Investment in Peak Gold JV - Roll-forward of Investment in the Joint Venture Company (Details) - USD ($) | 6 Months Ended | 12 Months Ended | ||||||||||
Dec. 31, 2023 | Dec. 31, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2017 | Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2014 | |
Investment balance | $ 0 | $ 0 | $ 0 | |||||||||
Investment in Peak Gold JV | 34,380,000 | 9,310,000 | 21,120,000 | $ 3,706,000 | ||||||||
Loss from equity investment in Peak Gold JV | (6,315,595) | (9,310,000) | (21,120,000) | (3,706,000) | ||||||||
Investment balance | 28,064,405 | 0 | 0 | |||||||||
The Joint Venture Company [Member] | ||||||||||||
Investment balance | 0 | $ 0 | 0 | 0 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | |
Investment in Peak Gold JV | 34,380,000 | 21,120,000 | 3,706,000 | 3,861,252 | 3,720,000 | 4,140,000 | 2,580,000 | 0 | 0 | $ 1,433,886 | ||
Loss from equity investment in Peak Gold JV | 28,064,406 | (6,315,595) | (21,120,000) | (3,706,000) | (3,861,252) | (3,720,000) | (4,140,000) | (2,580,000) | 0 | 0 | (1,433,886) | |
Investment balance | $ 28,064,405 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 | $ 0 |
Note 10 - Investment in Peak _5
Note 10 - Investment in Peak Gold JV - Condensed Balance Sheet for Peak Gold, LLC (Details) - USD ($) | Dec. 31, 2023 | Jun. 30, 2023 | Jun. 30, 2022 |
Current assets | $ 16,850,301 | $ 12,291,101 | $ 23,779,454 |
TOTAL ASSETS | 58,591,628 | 25,662,739 | 37,293,985 |
Current liabilities | 13,071,610 | 2,298,625 | 1,504,837 |
Non-current liabilities | 60,064,563 | 28,137,552 | 22,515,105 |
TOTAL LIABILITIES | 73,136,173 | 30,436,177 | 24,019,942 |
TOTAL LIABILITIES AND MEMBERS’ EQUITY | 58,591,628 | 25,662,739 | 37,293,985 |
The Joint Venture Company [Member] | |||
Current assets | 20,303,084 | 81,719,273 | 9,022,315 |
Non-current assets | 207,706,448 | 97,748,104 | 4,548,709 |
TOTAL ASSETS | 228,009,532 | 179,467,377 | 13,571,024 |
Current liabilities | 23,303,400 | 14,283,457 | 3,057,873 |
Non-current liabilities | 32,910,212 | 21,973,623 | 416,081 |
TOTAL LIABILITIES | 56,213,612 | 36,257,080 | 3,473,954 |
MEMBERS’ EQUITY | 171,795,920 | 143,210,297 | 10,097,070 |
TOTAL LIABILITIES AND MEMBERS’ EQUITY | $ 228,009,532 | $ 179,467,377 | $ 13,571,024 |
Note 10 - Investment in Peak _6
Note 10 - Investment in Peak Gold JV - Condensed Results of Operations for Peak Gold, LLC (Details) - USD ($) | 6 Months Ended | 12 Months Ended | 108 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | Dec. 31, 2023 | |
Exploration expense | $ 1,815,822 | $ 6,616,483 | $ 7,878,863 | $ 8,517,938 | |
General and administrative | 6,752,910 | 4,600,164 | 9,091,127 | 10,336,378 | |
Total expenses | 8,882,757 | $ 11,564,425 | 17,651,741 | 19,633,287 | |
The Joint Venture Company [Member] | |||||
Exploration expense | 5,699,445 | 7,940,683 | 9,534,764 | $ 72,051,655 | |
General and administrative | 1,214,929 | 1,374,003 | 1,290,013 | 14,869,951 | |
Total expenses | 6,914,374 | 9,314,686 | 10,824,777 | 86,921,606 | |
NET LOSS | $ 6,914,374 | $ 9,314,686 | $ 10,824,777 | $ 86,921,606 |
Note 11 - Stock Based Compens_3
Note 11 - Stock Based Compensation (Details Textual) - USD ($) | 1 Months Ended | 6 Months Ended | 12 Months Ended | ||||||||||
Nov. 14, 2023 | Oct. 10, 2023 | Aug. 18, 2023 | Feb. 07, 2023 | Nov. 01, 2022 | Feb. 02, 2022 | Nov. 11, 2021 | Aug. 16, 2021 | Dec. 31, 2022 | Dec. 31, 2023 | Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2021 | |
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Outstanding, Number (in shares) | 100,000 | 100,000 | |||||||||||
Share-Based Payment Arrangement, Expense | $ 1,600,000 | $ 2,900,000 | $ 4,000,000 | ||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Expiration Period (Year) | 5 years | ||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Vested, Number of Shares (in shares) | 0 | ||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Vested in Period, Fair Value | $ 7.42 | ||||||||||||
Share-Based Payment Arrangement, Nonvested Award, Option, Cost Not yet Recognized, Amount | $ 0 | ||||||||||||
Restricted Stock [Member] | |||||||||||||
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Equity Instruments Other than Options, Nonvested, Number (in shares) | 433,528 | ||||||||||||
Share-Based Payment Arrangement, Nonvested Award, Excluding Option, Cost Not yet Recognized, Amount | $ 1,797,124 | ||||||||||||
Restricted Stock [Member] | Share-Based Payment Arrangement, Employee [Member] | |||||||||||||
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Equity Instruments Other than Options, Nonvested, Number (in shares) | 3,334 | ||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Award Vesting Period (Year) | 3 years | 3 years | 3 years | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period (in shares) | 10,819 | 10,819 | 10,000 | ||||||||||
Restricted Stock [Member] | Share-Based Payment Arrangement, Employee [Member] | Awards Granted August 18, 2023 and October 10, 2023 [Member] | |||||||||||||
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Equity Instruments Other than Options, Nonvested, Number (in shares) | 10,819 | ||||||||||||
Amended Equity Plan [Member] | |||||||||||||
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Number of Additional Shares Authorized (in shares) | 600,000 | ||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Number of Shares Authorized (in shares) | 2,600,000 | ||||||||||||
The 2010 Plan [Member] | |||||||||||||
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Outstanding, Number (in shares) | 100,000 | 100,000 | 100,000 | 100,000 | |||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Outstanding, Weighted Average Remaining Contractual Term (Year) | 1 year 21 days | ||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Grants in Period, Gross (in shares) | 0 | 0 | 0 | ||||||||||
The 2010 Plan [Member] | Common Stock [Member] | |||||||||||||
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Grants in Period, Gross (in shares) | 424,026 | ||||||||||||
The 2010 Plan [Member] | Restricted Stock [Member] | |||||||||||||
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Equity Instruments Other than Options, Nonvested, Number (in shares) | 433,528 | 429,376 | 316,334 | 401,333 | |||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grant Date Fair Value | $ 200,000 | $ 7,000,000 | $ 3,500,000 | ||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period (in shares) | 10,819 | 299,875 | 160,500 | ||||||||||
The 2010 Plan [Member] | Restricted Stock [Member] | Awards Granted February 7, 2023 [member] | |||||||||||||
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Equity Instruments Other than Options, Nonvested, Number (in shares) | 90,500 | ||||||||||||
The 2010 Plan [Member] | Restricted Stock [Member] | Executives and Non-executive Directors [Member] | |||||||||||||
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Equity Instruments Other than Options, Nonvested, Number (in shares) | 209,375 | ||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period (in shares) | 90,500 | 209,375 | |||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Non-Option Equity Instruments, Forfeitures (in shares) | 167,500 | ||||||||||||
The 2010 Plan [Member] | Restricted Stock [Member] | Executives and Non-executive Directors [Member] | Vesting Between April 2022 and January 2024 [Member] | |||||||||||||
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Equity Instruments Other than Options, Nonvested, Number (in shares) | 113,500 | ||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period (in shares) | 123,500 | ||||||||||||
The 2010 Plan [Member] | Restricted Stock [Member] | Four Employees [Member] | |||||||||||||
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period (in shares) | 12,000 | 6,000 | |||||||||||
The 2010 Plan [Member] | Share-Based Payment Arrangement, Option [Member] | |||||||||||||
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Fair Value Assumptions, Expected Dividend Rate | 0% | ||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Grants in Period, Gross (in shares) | 0 | 0 | 0 | ||||||||||
The 2023 Plan [Member] | Common Stock [Member] | |||||||||||||
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |||||||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Grants in Period, Gross (in shares) | 193,500 |
Note 11 - Stock Based Compens_4
Note 11 - Stock Based Compensation - Summary of Stock Options (Details) - USD ($) | 6 Months Ended | 12 Months Ended | ||
Dec. 31, 2023 | Jun. 30, 2023 | Jun. 30, 2022 | ||
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Outstanding (in shares) | 100,000 | |||
Outstanding (in shares) | 100,000 | 100,000 | ||
The 2010 Plan [Member] | ||||
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | ||||
Outstanding (in shares) | 100,000 | 100,000 | 100,000 | |
Outstanding, weighted average exercise price (in dollars per share) | $ 14.5 | $ 14.5 | $ 14.5 | |
Granted (in shares) | 0 | 0 | 0 | |
Granted, weighted average exercise price (in dollars per share) | $ 0 | $ 0 | $ 0 | |
Exercised (in shares) | 0 | 0 | 0 | |
Exercised, weighted average exercise price (in dollars per share) | $ 0 | $ 0 | $ 0 | |
Forfeited (in shares) | 0 | 0 | 0 | |
Forfeited, weighted average exercise price (in dollars per share) | $ 0 | $ 0 | $ 0 | |
Outstanding (in shares) | 100,000 | 100,000 | 100,000 | |
Outstanding, weighted average exercise price (in dollars per share) | $ 14.5 | $ 14.5 | $ 14.5 | |
Aggregate intrinsic value, outstanding | $ 506,000 | $ 1,133,000 | $ 811,000 | |
Exercisable, end of year (in shares) | 100,000 | 100,000 | 100,000 | |
Exercisable, end of year, weighted average exercise price (in dollars per share) | $ 14.5 | $ 14.5 | $ 14.5 | |
Aggregate intrinsic value, exercisable | $ 506,000 | $ 1,133,000 | $ 811,000 | |
Available for grant, end of year (in shares) | 617,526 | 473,386 | 100,427 | |
Weighted average fair value of options granted during the year (in dollars per share) | [1] | $ 0 | $ 0 | $ 0 |
[1] (1) There were no options granted during the six month period ended December 31, 2023 or fiscal years ended June 30, 2023 and 2022. |
Note 11 - Stock Based Compens_5
Note 11 - Stock Based Compensation - Summary of Restricted Stock (Details) - Restricted Stock [Member] - $ / shares | 6 Months Ended | 12 Months Ended | |
Dec. 31, 2023 | Jun. 30, 2023 | Jun. 30, 2022 | |
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |||
Nonvested (in shares) | 433,528 | ||
The 2010 Plan [Member] | |||
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items] | |||
Nonvested (in shares) | 429,376 | 316,334 | 401,333 |
Nonvested, weighted average fair value (in dollars per share) | $ 22.7 | $ 19.73 | $ 16.28 |
Granted (in shares) | 10,819 | 299,875 | 160,500 |
Granted, weighted average fair value (in dollars per share) | $ 17.8 | $ 23.33 | $ 21.73 |
Vested (in shares) | (6,667) | (13,999) | (245,499) |
Vested, weighted average fair value (in dollars per share) | $ 17.95 | $ 18.71 | $ 15.39 |
Forfeited/Cancelled (in shares) | 0 | (172,834) | |
Forfeited/Cancelled (in dollars per share) | $ 0 | $ 18.68 | |
Nonvested (in shares) | 433,528 | 429,376 | 316,334 |
Nonvested, weighted average fair value (in dollars per share) | $ 22.7 | $ 22.7 | $ 19.73 |
Note 12 - Commitments and Con_2
Note 12 - Commitments and Contingencies (Details Textual) | 1 Months Ended | 6 Months Ended | 22 Months Ended | 28 Months Ended | |||||||||
Jul. 11, 2023 USD ($) | Aug. 24, 2021 USD ($) oz | Dec. 31, 2020 USD ($) | Jul. 15, 2012 USD ($) | Jul. 31, 2008 USD ($) | Dec. 31, 2023 USD ($) | Jun. 30, 2023 | Dec. 31, 2023 USD ($) | Aug. 04, 2023 USD ($) | Aug. 04, 2021 oz | Jun. 10, 2020 USD ($) | Feb. 06, 2020 USD ($) | Feb. 28, 2019 USD ($) | |
Contingent Salary and Compensation, Retention Agreement | $ 1,500,000 | ||||||||||||
Chief Executive Officer [Member] | |||||||||||||
Contingent Salary and Compensation, Retention Agreement | $ 350,000 | $ 1,000,000 | |||||||||||
Short Term Incentive Plan, Payout, Percentage Cash | 50% | 50% | |||||||||||
Short Term Incentive Plan, Payout, Percentage Restricted Stock | 50% | 50% | |||||||||||
Short Term Incentive Plan, Change of Control, Percentage of Base Salary | 200% | 200% | |||||||||||
Short Term Incentive Plan, Change of Control, Maximum Period of Payment (Day) | 30 days | ||||||||||||
Chief Executive Officer [Member] | Minimum [Member] | |||||||||||||
Short Term Incentive Plan, Minimum Performance Target, Payout, Percentage of Base Salary | 0% | 0% | |||||||||||
Chief Executive Officer [Member] | Maximum [Member] | |||||||||||||
Short Term Incentive Plan, Minimum Performance Target, Payout, Percentage of Base Salary | 200% | 200% | |||||||||||
Chief Financial Officer [Member] | |||||||||||||
Contingent Salary and Compensation, Retention Agreement | $ 250,000 | ||||||||||||
Chief Financial Officer and One Other Employee [Member] | |||||||||||||
Contingent Salary and Compensation, Retention Agreement | $ 540,000 | ||||||||||||
Executive Vice President [Member] | |||||||||||||
Annual Base Salary | $ 300,000 | ||||||||||||
Production Threshold, One [Member] | Alaska Gold Torrent, LLC [Member] | |||||||||||||
Asset Acquisition, Contingent Consideration Arrangements, Production Threshold, Mineral Resource (Ounce) | oz | 500,000 | ||||||||||||
Asset Acquisition, Contingent Consideration Arrangements, Production Threshold, Output, Gold (Ounce) | oz | 30,000 | 30,000 | |||||||||||
Gold to Silver Ratio | 1:65 | 1:65 | |||||||||||
Asset Acquisition, Consideration Transferred, Contingent Consideration | $ 5,000,000 | ||||||||||||
Production Threshold, One [Member] | Alaska Gold Torrent, LLC [Member] | Common Stock [Member] | |||||||||||||
Asset Acquisition, Consideration Transferred, Equity Interest Issued and Issuable | $ 3,750,000 | ||||||||||||
Production Threshold, Two [Member] | Alaska Gold Torrent, LLC [Member] | |||||||||||||
Asset Acquisition, Contingent Consideration Arrangements, Production Threshold, Mineral Resource (Ounce) | oz | 1,000,000 | 1,000,000 | |||||||||||
Asset Acquisition, Contingent Consideration Arrangements, Production Threshold, Output, Gold (Ounce) | oz | 60,000 | ||||||||||||
Gold to Silver Ratio | 1:65 | 1:65 | |||||||||||
Asset Acquisition, Consideration Transferred, Contingent Consideration | $ 5,000,000 | ||||||||||||
Production Threshold, Two [Member] | Alaska Gold Torrent, LLC [Member] | Common Stock [Member] | |||||||||||||
Asset Acquisition, Consideration Transferred, Equity Interest Issued and Issuable | $ 5,000,000 | ||||||||||||
Tetlin Lease [Member] | Minimum [Member] | |||||||||||||
Advance Royalties to Be Paid Per Year | $ 75,000 | ||||||||||||
Tetlin Lease [Member] | Scenario 3 [Member] | |||||||||||||
Payment that Lessor May Pay to Lessee to Increase Royalty Rate | $ 450,000 | ||||||||||||
Tetlin Lease [Member] | The Joint Venture Company [Member] | |||||||||||||
Initial Term of Leases and Concessions on Undeveloped Acreage (Year) | 10 years | ||||||||||||
Extension of Term of Leases and Concessions on Undeveloped Acreage (Year) | 10 years | ||||||||||||
Contractual Annual Exploration Costs | $ 350,000 | ||||||||||||
Tetlin Lease [Member] | The Joint Venture Company [Member] | Minimum [Member] | |||||||||||||
Royalty Rate | 3% | ||||||||||||
Tetlin Lease [Member] | The Joint Venture Company [Member] | Maximum [Member] | |||||||||||||
Royalty Rate | 5% | ||||||||||||
Tetlin Lease and Certain Other Properties [Member] | |||||||||||||
Annual Claim Rentals | $ 362,465 | $ 362,465 | |||||||||||
Tetlin Lease and Certain Other Properties [Member] | The Joint Venture Company [Member] | Royal Gold [Member] | |||||||||||||
Overriding Royalty Interest | 3% | 3% | |||||||||||
Additional Properties [Member] | The Joint Venture Company [Member] | Royal Gold [Member] | |||||||||||||
Net Smelter Returns Silver Royalty, Percent | 28% | 28% |
Note 13 - Income Taxes (Details
Note 13 - Income Taxes (Details Textual) | 6 Months Ended |
Dec. 31, 2023 USD ($) | |
Income Tax Disclosure [Line Items] | |
Valuation Allowance, Deferred Tax Asset, Increase (Decrease), Amount | $ 7,200,000 |
Unrecognized Tax Benefits, Ending Balance | 0 |
Domestic Tax Authority [Member] | Internal Revenue Service (IRS) [Member] | |
Income Tax Disclosure [Line Items] | |
Operating Loss Carryforwards | 32,300,000 |
State and Local Jurisdiction [Member] | Alaska Department of Revenue [Member] | |
Income Tax Disclosure [Line Items] | |
Operating Loss Carryforwards | $ 25,700,000 |
Note 13 - Income Taxes - Income
Note 13 - Income Taxes - Income Tax Provision Reconciliation (Details) - USD ($) | 6 Months Ended | 12 Months Ended | |
Dec. 31, 2023 | Jun. 30, 2023 | Jun. 30, 2022 | |
Income Tax Disclosure [Abstract] | |||
Income tax benefit at statutory tax rate | $ (8,560,924) | $ (8,345,673) | $ (4,961,540) |
State tax benefit | 1,159,273 | (3,225,218) | (1,544,567) |
Return to provision | (20,354) | 0 | (38) |
Effect of rates different than statutory | (19,957) | 0 | 0 |
Permanent differences | (5,119) | 19,916 | 12,937 |
Stock based compensation | (527,765) | 100,666 | |
Legal fees | 0 | 24,167 | 131,311 |
Convertible debt interest | 198,825 | 368,875 | 66,463 |
162(m) Limitation | 0 | 373,763 | 84,822 |
Other valuation allowance | 7,248,256 | 11,311,935 | 5,990,215 |
Income tax benefit | $ 0 | $ 0 | $ (119,731) |
Note 13 - Income Taxes - Inco_2
Note 13 - Income Taxes - Income Tax Provision Continuing Operation (Details) - USD ($) | 6 Months Ended | 12 Months Ended | |
Dec. 31, 2023 | Jun. 30, 2023 | Jun. 30, 2022 | |
Income Tax Disclosure [Abstract] | |||
Federal | $ 0 | $ 0 | $ (261,636) |
State | 0 | 0 | 141,905 |
Total current income tax benefit | 0 | 0 | (119,731) |
Federal | 0 | 0 | 0 |
State | 0 | 0 | 0 |
Total deferred income tax expense | $ 0 | $ 0 | $ 0 |
Note 13 - Income Taxes - Deferr
Note 13 - Income Taxes - Deferred Tax Asset (Details) - USD ($) | Dec. 31, 2023 | Jun. 30, 2023 | Jun. 30, 2022 |
Income Tax Disclosure [Abstract] | |||
Investment in the Peak Gold JV | $ 15,587,054 | $ 14,203,470 | $ 8,278,223 |
State deferred tax assets | 5,569,010 | 6,728,285 | 3,503,066 |
Stock option expenses | 1,374,914 | 1,106,783 | 1,425,498 |
Derivatives | 4,917,734 | 0 | 0 |
Net operating losses | 6,865,323 | 5,027,243 | 2,547,058 |
Valuation allowance | (34,314,035) | (27,065,781) | (15,753,845) |
Net deferred tax assets | $ 0 | $ 0 | $ 0 |
Note 14 - Related Party Trans_2
Note 14 - Related Party Transactions (Details Textual) - USD ($) | 1 Months Ended | |||
Jan. 01, 2022 | Dec. 01, 2020 | Jan. 31, 2024 | Jan. 31, 2023 | |
Restricted Stock [Member] | Director [Member] | ||||
Related Party Transaction [Line Items] | ||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Equity Instruments Other than Options, Vested in Period (in shares) | 160,000 | |||
Stock Repurchased During Period, Shares (in shares) | 60,100 | |||
Share Price (in dollars per share) | $ 25.6 | |||
Payments for Repurchase of Common Stock | $ 1.5 | |||
JEX [Member] | ||||
Related Party Transaction [Line Items] | ||||
Management Services Agreement, Fee Per Month | $ 10,000 | |||
JEX [Member] | Expense for Office Space and Equipment [Member] | ||||
Related Party Transaction [Line Items] | ||||
Management Services Agreement, Fee Per Month | $ 6,900 | |||
JEX [Member] | Expense for Office Equipment and Related Services [Member] | ||||
Related Party Transaction [Line Items] | ||||
Management Services Agreement, Fee Per Month | $ 3,000 | |||
JEX [Member] | Expense for Office Equipment and Related Services [Member] | Subsequent Event [Member] | ||||
Related Party Transaction [Line Items] | ||||
Management Services Agreement, Fee Per Month | $ 3,000 |
Note 15 - Debt - Components of
Note 15 - Debt - Components of Debt (Details) - USD ($) | Dec. 31, 2023 | Jun. 30, 2023 | Jun. 30, 2022 |
Debt Disclosure [Line Items] | |||
Debt, net | $ 44,679,859,000 | $ 25,457,047,000 | $ 19,239,960,000 |
Total Debt, net | 44,679,859,000 | 25,457,047,000 | 19,239,960,000 |
Less current portion | 7,900,000 | 0 | 0 |
Non-current debt, net | 36,779,859 | 25,457,047 | 19,239,960 |
Secured Debt [Member] | |||
Debt Disclosure [Line Items] | |||
Principal amount | 30,000,000,000 | 10,000,000,000 | 0 |
Unamortized debt discount | (2,411,532,000) | (2,342,484,000) | 0 |
Unamortized debt issuance costs | (2,394,168,000) | (1,628,012,000) | 0 |
Debt, net | 25,194,300,000 | 6,029,504,000 | 0 |
Total Debt, net | 25,194,300,000 | 6,029,504,000 | 0 |
Convertible Debt [Member] | |||
Debt Disclosure [Line Items] | |||
Principal amount | 20,000,000,000 | 20,000,000,000 | 20,000,000,000 |
Unamortized debt discount | (414,854,000) | (461,639,000) | (602,430,000) |
Unamortized debt issuance costs | (99,587,000) | (110,818,000) | (157,610,000) |
Debt, net | 19,485,559,000 | 19,427,543,000 | 19,239,960,000 |
Total Debt, net | $ 19,485,559,000 | $ 19,427,543,000 | $ 19,239,960,000 |
Note 15 - Debt (Details Textual
Note 15 - Debt (Details Textual) | 6 Months Ended | 12 Months Ended | 29 Months Ended | ||||||||
Oct. 31, 2024 USD ($) | Jul. 31, 2024 USD ($) | Aug. 02, 2023 oz $ / oz | May 17, 2023 USD ($) oz | Apr. 26, 2022 USD ($) EquivalentShares $ / shares shares | Dec. 31, 2023 USD ($) | Dec. 31, 2022 USD ($) | Jun. 30, 2023 USD ($) | Jun. 30, 2022 USD ($) | Dec. 31, 2026 USD ($) | Apr. 25, 2022 | |
Debt Disclosure [Line Items] | |||||||||||
Proceeds from Issuance of Long-Term Debt | $ 20,000,000 | $ 0 | $ 10,000,000 | $ 20,000,000 | |||||||
Long-Term Debt | 44,679,859,000 | 25,457,047,000 | 19,239,960,000 | ||||||||
Amortization of Debt Issuance Costs and Discounts | $ 398,418 | $ 335,047 | 190,358 | 34,675 | |||||||
Designated as Hedging Instrument [Member] | |||||||||||
Debt Disclosure [Line Items] | |||||||||||
Derivative, Nonmonetary Notional Amount, Mass (Ounce) | oz | 124,600 | ||||||||||
Interest in Projected Production, Percentage | 45% | ||||||||||
Underlying, Derivative Mass (in USD per Ounce) | $ / oz | 2,025 | ||||||||||
Peak Gold, LLC [Member] | |||||||||||
Debt Disclosure [Line Items] | |||||||||||
Equity Method Investment, Ownership Percentage | 30% | 30% | |||||||||
Credit Agreement [Member] | |||||||||||
Debt Disclosure [Line Items] | |||||||||||
Line of Credit Facility, Maximum Borrowing Capacity | $ 70,000,000 | ||||||||||
Derivative, Nonmonetary Notional Amount, Mass (Ounce) | oz | 125,000 | ||||||||||
Debt Instrument, Applicable Margin, Before Project Complete | 6% | ||||||||||
Debt Instrument, Applicable Margin, After Project Complete | 5% | ||||||||||
Debt Instrument, Commitment Fee, Percentage of Applicable Margin | 40% | ||||||||||
Debt Instrument, Unused Borrowing Capacity, Amount | $ 35,000,000 | ||||||||||
Debt Instrument, Covenant, Historical Debt Service Coverage Ratio | 1.3 | ||||||||||
Debt Instrument, Covenant, Projected Debt Service Coverage Ratio | 1.3 | ||||||||||
Debt Instrument, Covenant, Loan Life Coverage Ratio | 1.4 | ||||||||||
Debt Instrument, Covenant, Discounted Present Value Cash Flow Coverage Ratio | 1.7 | ||||||||||
Debt Instrument, Covenant, Reserve Tail Ratio | 25% | ||||||||||
Debt Instrument, Covenant, Minimum Cash Balance | $ 2,000,000 | ||||||||||
Credit Agreement [Member] | Base Rate [Member] | |||||||||||
Debt Disclosure [Line Items] | |||||||||||
Debt Instrument, Basis Spread on Variable Rate | 0.50% | ||||||||||
Credit Agreement [Member] | Adjusted Term SOFR [Member] | |||||||||||
Debt Disclosure [Line Items] | |||||||||||
Debt Instrument, Basis Spread on Variable Rate | 1% | ||||||||||
Credit Agreement [Member] | SOFR Adjustment [Member] | |||||||||||
Debt Disclosure [Line Items] | |||||||||||
Debt Instrument, Basis Spread on Variable Rate | 0.15% | ||||||||||
Credit Agreement [Member] | Term Loan Facility [Member] | |||||||||||
Debt Disclosure [Line Items] | |||||||||||
Line of Credit Facility, Maximum Borrowing Capacity | $ 65,000,000 | ||||||||||
Proceeds from Issuance of Long-Term Debt | 10,000,000 | 30,000,000 | |||||||||
Debt Instrument, Unamortized Discount (Premium), Net | 2,300,000 | 2,400,000 | 2,300,000 | ||||||||
Debt Issuance Costs, Net | 1,600,000 | 2,400,000 | 1,600,000 | ||||||||
Long-Term Debt | 25,200,000 | 6,000,000 | |||||||||
Debt Instrument, Fair Value Disclosure | 30,000,000 | 10,000,000 | |||||||||
Interest Expense, Debt | 1,400,000 | 200,000 | 0 | ||||||||
Interest Expense, Debt, Excluding Amortization | 1,100,000 | 145,000 | |||||||||
Amortization of Debt Issuance Costs and Discounts | $ 300,000 | $ 17,000 | |||||||||
Debt Instrument, Interest Rate, Effective Percentage | 11.58% | 11.75% | |||||||||
Debt Instrument, Interest Rate, Effective Percentage, Amortization of Discount and Issuance Costs | 5.60% | 2.40% | |||||||||
Credit Agreement [Member] | Term Loan Facility [Member] | Forecast [Member] | |||||||||||
Debt Disclosure [Line Items] | |||||||||||
Repayments of Long-Term Debt | $ 5,900,000 | $ 2,000,000 | $ 22,100,000 | ||||||||
Credit Agreement [Member] | Liquidity Facility [Member] | |||||||||||
Debt Disclosure [Line Items] | |||||||||||
Line of Credit Facility, Maximum Borrowing Capacity | $ 5,000,000 | ||||||||||
Unsecured Convertible Debenture [Member] | |||||||||||
Debt Disclosure [Line Items] | |||||||||||
Interest Expense, Debt | $ 1,800,000 | $ 300,000 | |||||||||
Interest Expense, Debt, Excluding Amortization | $ 900,000 | 1,600,000 | |||||||||
Amortization of Debt Issuance Costs and Discounts | $ 100,000 | $ 200,000 | |||||||||
Debt Instrument, Interest Rate, Effective Percentage | 0.60% | 0.60% | 1% | ||||||||
Debt Instrument, Face Amount | $ 20,000,000 | ||||||||||
Debt Instrument, Interest Rate, Stated Percentage | 9% | 9% | 8% | ||||||||
Debt Instrument, Interest Paid in Cash, Percentage | 7% | ||||||||||
Debt Instrument, Interest Paid in Shares, Percentage | 2% | ||||||||||
Debt Instrument, Convertible, Conversion Price (in dollars per share) | $ / shares | $ 30.5 | ||||||||||
Debt Instrument, Convertible, Number of Equity Instruments | EquivalentShares | 655,738 | ||||||||||
Debt Instrument, Covenant, Redeemable, Percentage of Par | 105% | ||||||||||
Debt Instrument, Convertible, Threshold Percentage of Stock Price Trigger | 130% | ||||||||||
Debt Instrument, Fee Percentage | 3% | ||||||||||
Share Price (in dollars per share) | $ / shares | $ 24.82 | ||||||||||
Stock Issued During Period, Shares, Debt Establishment Fee (in shares) | shares | 24,174 | ||||||||||
Investor Right Agreement, Ownership Percentage | 5% | ||||||||||
Investor Right Agreement, Maximum Percentage of Shares Transferable without Notifying in Advance | 0.50% | ||||||||||
Unsecured Convertible Debenture [Member] | Fair Value, Inputs, Level 2 [Member] | |||||||||||
Debt Disclosure [Line Items] | |||||||||||
Debt Instrument, Fair Value Disclosure | $ 20,000,000 | ||||||||||
Senior Secured Loan Facility [Member] | |||||||||||
Debt Disclosure [Line Items] | |||||||||||
Debt Instrument, Unamortized Discount (Premium), Net | $ 600,000 | 500,000 | $ 600,000 | ||||||||
Debt Issuance Costs, Net | $ 200,000 | $ 800,000 | |||||||||
Long-Term Debt | 19,500,000 | $ 19,400,000 | 19,200,000 | ||||||||
Interest Expense, Debt | $ 1,000,000 | ||||||||||
Interest Expense, Debt, Excluding Amortization | 300,000 | ||||||||||
Amortization of Debt Issuance Costs and Discounts | $ 35,000 |
Note 16 - Derivatives and Hed_3
Note 16 - Derivatives and Hedging Activities (Details Textual) | Aug. 02, 2023 oz $ / oz | Dec. 31, 2023 USD ($) |
Derivative Instruments, Gain (Loss) [Line Items] | ||
Derivative Assets (Liabilities), at Fair Value, Net | $ | $ (23,417,781) | |
Designated as Hedging Instrument [Member] | ||
Derivative Instruments, Gain (Loss) [Line Items] | ||
Derivative, Nonmonetary Notional Amount, Mass (Ounce) | oz | 124,600 | |
Underlying, Derivative Mass (in USD per Ounce) | $ / oz | 2,025 | |
Interest in Projected Production, Percentage | 45% |
Note 16 - Derivatives and Hed_4
Note 16 - Derivatives and Hedging Activities - Derivatives Not Designated as Hedging (Details) - Not Designated as Hedging Instrument [Member] | 6 Months Ended |
Dec. 31, 2023 oz $ / oz | |
Commodity Contract 2024 [Member] | |
Derivatives, Fair Value [Line Items] | |
Volume (Ounce) | oz | 21,100 |
Weighted average price (in USD per Ounce) | $ / oz | 2,025.17 |
Commodity Contract 2025 [Member] | |
Derivatives, Fair Value [Line Items] | |
Volume (Ounce) | oz | 62,400 |
Weighted average price (in USD per Ounce) | $ / oz | 2,025.17 |
Commodity Contract 2026 [Member] | |
Derivatives, Fair Value [Line Items] | |
Volume (Ounce) | oz | 41,100 |
Weighted average price (in USD per Ounce) | $ / oz | 2,025.17 |
Note 16 - Derivatives and Hed_5
Note 16 - Derivatives and Hedging Activities - Fair Values of Derivative Instruments on the Balance Sheet (Details) - Commodity Contract [Member] - Not Designated as Hedging Instrument [Member] - USD ($) | Dec. 31, 2023 | Jun. 30, 2023 | Jun. 30, 2022 |
Derivative Contract Asset, Current [Member] | |||
Gross Asset | $ 0 | $ 0 | |
Gross amount offset, asset | 0 | 0 | $ 0 |
Net recognized asset | 0 | 0 | 0 |
Derivative Contract Liability, Current [Member] | |||
Gross Liability | (2,679,784) | 0 | 0 |
Gross amount offset, liability | 0 | 0 | 0 |
Net recognized liability | (2,679,784) | 0 | 0 |
Derivative Contract Asset, Noncurrent [Member] | |||
Gross Asset | 0 | 0 | |
Gross amount offset, asset | 0 | 0 | 0 |
Net recognized asset | 0 | 0 | 0 |
Derivative Contract Liability, Noncurrent [Member] | |||
Gross Liability | (20,737,997) | 0 | 0 |
Gross amount offset, liability | 0 | 0 | 0 |
Net recognized liability | $ (20,737,997) | $ 0 | $ 0 |
Note 16 - Derivatives and Hed_6
Note 16 - Derivatives and Hedging Activities - Effect on Income Statement (Details) - Not Designated as Hedging Instrument [Member] - USD ($) | 6 Months Ended | 12 Months Ended | |
Dec. 31, 2023 | Jun. 30, 2023 | Jun. 30, 2022 | |
Amount of gain (loss) recognized in income | $ (23,417,781) | $ 0 | $ 0 |
Commodity Contract [Member] | |||
Amount of gain (loss) recognized in income | $ (23,417,781) | $ 0 | $ 0 |
Note 17 - General and Adminis_3
Note 17 - General and Administrative Expenses - Components of General and Administrative Expenses (Details) - USD ($) | 6 Months Ended | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
General and Administrative Expense [Abstract] | ||||
Marketing and investor relations | $ 83,784 | $ 269,887 | $ 378,720 | |
Office and administrative costs | 176,656 | 404,494 | 369,988 | |
Insurance | 661,152 | 513,471 | 672,474 | |
Professional fees | 819,398 | 1,771,764 | 1,297,987 | |
Regulatory fees | 302,601 | 365,784 | 402,299 | |
Salaries and benefits | 1,796,157 | 1,925,504 | 2,515,050 | |
Retention and severance expenses | 785,751 | 0 | 0 | |
Stock-based compensation | 1,622,566 | $ 1,598,421 | 2,931,288 | 3,993,660 |
Travel | 162,345 | 182,685 | 148,700 | |
Director fees | 342,500 | 726,250 | 557,500 | |
Total | $ 6,752,910 | $ 4,600,164 | $ 9,091,127 | $ 10,336,378 |
Note 18 - Transition Period C_3
Note 18 - Transition Period Comparative Data - Statements of Operations (Details) - USD ($) | 6 Months Ended | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
EXPENSES: | ||||
Claim rental expense | $ (255,121) | $ (273,376) | $ (526,279) | $ (621,298) |
Exploration expense | (1,815,822) | (6,616,483) | (7,878,863) | (8,517,938) |
Depreciation expense | (52,620) | (68,428) | (136,501) | (55,740) |
Accretion expense | (6,284) | (5,974) | (11,860) | (9,156) |
General and administrative expense | (6,752,910) | (4,600,164) | (9,091,127) | (10,336,378) |
Total expenses | (8,882,757) | (11,564,425) | (17,651,741) | (19,633,287) |
OTHER INCOME/(EXPENSE): | ||||
Interest income | 68,662 | 16,344 | 29,651 | 1,503 |
Interest expense | (2,358,920) | (896,177) | (1,959,666) | (330,047) |
Loss from equity investment in Peak Gold, LLC (NOTE 10) | (6,315,595) | (9,310,000) | (21,120,000) | (3,706,000) |
Unrealized gain/(loss) on derivative contracts | (23,417,781) | 0 | 0 | 0 |
Other income | 140,083 | 15,656 | 622,155 | 41,450 |
Insurance recoveries | 0 | 338,301 | 338,301 | 0 |
Total other expense | (31,883,551) | (9,835,876) | (22,089,559) | (3,993,094) |
LOSS BEFORE INCOME TAXES | (40,766,308) | (21,400,301) | (39,741,300) | (23,626,381) |
NET LOSS | $ (40,766,308) | $ (21,400,301) | $ (39,741,300) | $ (23,506,650) |
NET LOSS PER SHARE | ||||
Earnings Per Share, Basic, Total | $ (4.44) | $ (3.15) | $ (5.61) | $ (3.49) |
Earnings Per Share, Diluted, Total | $ (4.44) | $ (3.15) | $ (5.61) | $ (3.49) |
WEIGHTED AVERAGE COMMON SHARES OUTSTANDING | ||||
Weighted average number of shares outstanding, basic | 9,180,032 | 6,787,864 | 7,087,027 | 6,734,444 |
Weighted average number of shares outstanding, diluted | 9,180,032 | 6,787,864 | 7,087,027 | 6,734,444 |
Note 18 - Transition Period C_4
Note 18 - Transition Period Comparative Data - Statements of Cash Flows (Details) - USD ($) | 6 Months Ended | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
CASH FLOWS FROM OPERATING ACTIVITIES: | ||||
Net loss | $ (40,766,308) | $ (21,400,301) | $ (39,741,300) | $ (23,506,650) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||||
Stock-based compensation | 1,622,566 | 1,598,421 | 2,931,288 | 3,993,660 |
Depreciation expense | 52,620 | 68,428 | 136,501 | 55,740 |
Accretion expense | 6,284 | 5,974 | 11,860 | 9,156 |
Interest expense paid in stock | 166,641 | 0 | 438,877 | 0 |
Change in the fair value of contingent consideration | (140,083) | (606,500) | ||
Amortization of debt discount and issuance costs | 398,418 | 335,047 | 190,358 | 34,675 |
Loss from equity investment in Peak Gold, LLC | 6,315,595 | 9,310,000 | 21,120,000 | 3,706,000 |
Loss from derivative contracts | 23,417,781 | 0 | 0 | 0 |
Changes in operating assets and liabilities: | ||||
Decrease (increase) in prepaid expenses and other | (699,003) | (363,243) | 39,446 | 176,914 |
Increase (decrease) in accounts payable and other accrued liabilities | 193,200 | (100,043) | 793,788 | 1,271,899 |
Net cash used in operating activities | (9,432,289) | (10,545,717) | (14,678,571) | (13,945,455) |
CASH FLOWS FROM INVESTING ACTIVITIES: | ||||
Cash invested in Peak Gold, LLC | (34,380,000) | (9,310,000) | (21,120,000) | (3,706,000) |
Acquisition of property & equipment | (7,329) | 0 | 0 | (43,989) |
Net cash used in investing activities | (34,387,329) | (9,310,000) | (21,120,719) | (15,392,575) |
CASH FLOWS FROM FINANCING ACTIVITIES: | ||||
Cash paid for shares withheld from employees for payroll tax withholding | (48,308) | (86,932) | (126,428) | (779,622) |
Cash proceeds from debt, net | 20,000,000 | 0 | 10,000,000 | 20,000,000 |
Debt issuance costs | (1,526,179) | 14,202 | ||
Cash proceeds from capital raises, net | 29,254,302 | 5,598,500 | 11,564,082 | (43,560) |
Net cash provided by financing activities | 47,679,815 | 5,525,770 | 24,350,383 | 17,443,543 |
NET INCREASE (DECREASE) IN CASH AND RESTRICTED CASH | 3,860,197 | (14,329,947) | (11,448,907) | (11,894,487) |
CASH AND RESTRICTED CASH, BEGINNING OF PERIOD | 11,877,194 | 23,326,101 | 23,326,101 | 35,220,588 |
CASH AND RESTRICTED CASH, END OF PERIOD | 15,737,391 | 8,996,154 | 11,877,194 | 23,326,101 |
Supplemental disclosure of cash flow information | ||||
Interest expense | 1,218,499 | $ 716,687 | 1,324,474 | 0 |
Non-cash investing and financing activities: | ||||
Total non-cash investing and financing activities: | $ 0 | $ 0 | $ 2,665,990 |